------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------

                                BB&T CORPORATION
                   ------------------------ ----------------
             (Exact name of registrant as specified in its charter)

     NORTH CAROLINA                                      56-0939887
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation of organization)                            Number)

                             200 West Second Street
                       Winston-Salem, North Carolina 27101
                ------------ -----------------------------------
          (Address of principal executive offices, including zip code)


                                BB&T CORPORATION
                               401(K) SAVINGS PLAN
                            (Full title of the plan)

                             Jerone C. Herring, Esq.
                                BB&T Corporation
                             200 West Second Street
                                    3rd Floor
                       Winston-Salem, North Carolina 27101
                                 (336) 733-2180
                        --------------------------------
            (Name, address and telephone number, including area code,
                              of agent for service)


                         CALCULATION OF REGISTRATION FEE


                                       Proposed        Proposed
Title of                               maximum         maximum
securities         Amount              offering        aggregate    Amount of
to be              to be               price           offering     registration
registered (1)     registered          per share (2)   price (2)    fee (2)
--------------     -----------         -------------   -----------  -------

Common
Stock, par value
$5.00 per share    11,000,000 shares   $ 26.001       $286,011,000  $75,506.90
--------------------------------------------------------------------------------

(1)     In addition,  pursuant  to Rule 416(c) under the Securities Act of 1933,
        as amended,  this  registration  statement also covers an indeterminate
        amount of  plan  interests  to be offered or sold  pursuant  to the BB&T
        Corporation 401(k) Savings Plan.

(2)     Pursuant  to Rule  457(c) and  (h)(1),  based on  the  average ($26.001)
        of  the high  ($26.188) and low ($25.813)  prices  of  the  Registrant's
        Common Stock on May 5, 2000, as reported on the New York Stock Exchange.


                                ----------------

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------   ---------------------------------------

                  The  following   documents  filed  by  BB&T  Corporation  (the
"Company"  or  "BB&T")  with  the  Securities  and  Exchange   Commission   (the
"Commission")  under  the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), are incorporated herein by reference:

                  (a) The  Company's  Annual  Report  on Form  10-K for the year
ended  December 31, 1999,  filed with the  Commission on March 14, 2000, and the
Annual Report on Form 11-K of the BB&T  Corporation  401(k) Savings Plan (or its
predecessor  plan) (the  "Plan") for the fiscal year ended  December  31,  1998,
filed with the Commission on June 29, 1999;

                  (b) The Company's  Current  Reports on Form 8-K filed with the
Commission on January 12, 2000,  February 7, 2000,  February 9, 2000,  April 11,
2000 and April 28, 2000, respectively;

                  (c) The description of the Company's  Common Stock,  par value
$5.00 per share,  contained in the Company's  Registration Statement on form 8-A
filed with the  Commission  on  September  4, 1991 with  respect to such  Common
Stock, including any amendment or report filed for the purposes of updating such
description;

                  (d) The Company's  Registration Statement on Form 8-A relating
to the Company's  shareholder  rights plan, filed with the Commission on January
10, 1997; and

                  (e)      All other  reports  filed  pursuant  to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year referred to in (a)
above; and

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities  remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such documents.

                  Pursuant to General Instruction E to Form S-8, the contents of
Registration  Statement No. 33-54713 and  Registration  Statement No.  33-57867,
relating to the offer and sale of the Registrant's Common Stock and related plan
interests under the Plan or  predecessor  plans of the  BB&T Corporation  401(k)
Savings Plan, are  incorporated  by  reference in this Registration Statement on
Form S-8.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.
------   --------------------------------------

                  The legality of the securities  offered hereby has been passed
upon by Jerone C. Herring, Esquire, Executive Vice President and General Counsel
of the Company,  who owns approximately  67,203 shares of  Common  Stock.

Item 6.  Indemnification of Directors and Officers.
------   -----------------------------------------

                  Sections   55-8-50  through  55-8-58  of  the  North  Carolina
Business Corporation Act contain specific provisions relating to indemnification
of  directors  and officers of North  Carolina  corporations.  In general,  such
sections  provide that:  (i) a corporation  must indemnify a director or officer
who is wholly  successful  in his defense of a proceeding to which he is a party
because of his status as such,  unless limited by the articles of incorporation,
and (ii) a  corporation  may indemnify a director or officer if he is not wholly
successful  in such defense if it is  determined as provided by statute that the
director or officer  meets a certain  standard  of  conduct,  except that when a
director or officer is liable to the  corporation  or is adjudged  liable on the
basis that personal benefit was improperly  received by him, the corporation may
not indemnify  him. A director or officer of a  corporation  who is a party to a
proceeding  may also  apply to a court  for  indemnification,  and the court may
order  indemnification  under  certain  circumstances  set forth in  statute.  A
corporation  may, in its articles of  incorporation  or bylaws or by contract or
resolution of the board of  directors,  provide  indemnification  in addition to
that provided by statute, subject to certain conditions.

                                     II - 1

<PAGE>

                  The registrant's bylaws provide for the indemnification of any
director  or  officer  of the  registrant  against  liabilities  and  litigation
expenses  arising out of his status as such,  excluding:  (i) any liabilities or
litigation  expenses relating to activities that were at the time taken known or
believed by such person to be clearly in conflict  with the best interest of the
registrant and (ii) that portion of any liabilities or litigation  expenses with
respect to which such person is entitled to receive  payment under any insurance
policy.

                  The  registrant's  articles of  incorporation  provide for the
elimination of the personal  liability of each director of the registrant to the
fullest extent permitted by law.

                  The registrant  maintains  directors' and officers'  liability
insurance that, in general, insures: (i) the registrant's directors and officers
against  loss by reason of any of their  wrongful  acts and (ii) the  registrant
against loss arising from claims against the directors and officers by reason of
their wrongful  acts,  all subject to the terms and conditions  contained in the
policy.

                  Certain  rules of the Federal  Deposit  Insurance  Corporation
limit the ability of certain  depository  institutions,  their  subsidiaries and
their  affiliated   depository   institution   holding  companies  to  indemnify
affiliated parties,  including institution directors. In general, subject to the
ability to purchase  directors and officers  liability  insurance and to advance
professional  expenses  under  certain  circumstances,  the rules  prohibit such
institutions from indemnifying a director for certain costs incurred with regard
to an  administrative  or enforcement  action  commenced by any federal  banking
agency  that  results  in a final  order or  settlement  pursuant  to which  the
director is assessed a civil money penalty, removed from office, prohibited from
participating in the affairs of an insured depository institution or required to
cease and desist from or take an affirmative action described in Section 8(b) of
the Federal Deposit Insurance Act (12 U.S.C. ss. 1818(b)).

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  The   following   exhibits   are  filed  as  a  part  of  this
Registration Statement:

    Number           Description
    ------           -----------
    4.1     Amended and Restated  Articles of Incorporation  of the Company,  as
            amended,  which are incorporated by reference to Exhibit 3(a) to the
            Company's Annual Report on Form 10-K for the year ended December 31,
            1996, filed with the Commission on March 17, 1997.

    4.2     Articles  of  Amendment  to the  Articles  of  Incorporation  of the
            Company,  which are incorporated by reference to Exhibit 3(a)(ii) to
            the Company's Annual Report on Form 10-K for the year ended December
            31, 1997, filed with the Commission on March 18, 1998.

    4.3     Bylaws  of the  Company,  as  amended,  which  are  incorporated  by
            reference to Exhibit  3(b) to the  Company's  Annual  Report on Form
            10-K for the year ended December 31, 1997, filed with the Commission
            on March 18, 1998.

    4.4     Rights  Agreement  dated as of December 17, 1996 between the Company
            and  Branch  Banking  and  Trust  Company,  Rights  Agent,  which is
            incorporated  by reference to Exhibit A filed under Form 8-A,  filed
            with the Commission on January 10, 1997.

    5       Opinion of Jerone C. Herring,  Esq.,  Executive  Vice  President and
            General  Counsel to the Company.

    23.1    Consent of Jerone C. Herring,  Esq.,  Executive  Vice  President and
            General  Counsel to the Company, which  is  contained in his opinion
            filed as Exhibit 5.

                                     II - 2

<PAGE>


    23.2    Consent of Arthur Andersen LLP.

    24      Power of Attorney of Directors and Officers of the Company.

    99      BB&T Corporation 401(k) Savings Plan.

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement:

                  (i)     To include any prospectus required by Section 10(a)(3)
                          of the Securities Act of 1933 (the "Securities Act");

                  (ii)    To  reflect  in the  prospectus  any  facts or  events
                          arising after the effective  date of the  Registration
                          Statement (or the most recent post-effective amendment
                          thereof)  which,  individually  or in  the  aggregate,
                          represent a fundamental  change in the information set
                          forth in the Registration Statement;

                  (iii)   To include any  material  information  with respect to
                          the plan of distribution  not previously  disclosed in
                          the  Registration  Statement or any material change to
                          such information in the Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the  Company  pursuant  to Section 13 or Section  15(d) of the
                  Exchange  Act  that  are  incorporated  by  reference  in  the
                  Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

(b)      The Company hereby  undertakes  that,  for purposes of determining  any
         liability under the Securities Act, each filing of the Company's annual
         report  pursuant to Section  13(a) or Section 15(d) of the Exchange Act
         that is incorporated by reference in the  Registration  Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to  directors, officers  and  controlling  persons
         of the Company  pursuant to the foregoing provisions, or otherwise, the
         Company has been  advised  that in the opinion of the  Commission  such
         indemnification is against public policy as expressed in the Securities
         Act  and is,  therefore,  unenforceable.  In the event that a claim for
         indemnification  against  such  liabilities (other than  the payment by
         the Company of expenses  incurred  or  paid  by a director,  officer or
         controlling  person of the Company in the  successful  defense  of  any
         action, suit  or  proceeding)  is  asserted by such  director,  officer
         or  controlling   person  in  connection  with   the  securities  being
         registered,  the  Company  will,  unless  in the opinion of its counsel
         the matter has been settled by controlling precedent, submit to a court
         of appropriate  jurisdiction  the question whether such indemnification
         by  it  is  against  public policy as expressed in the  Securities  Act
         and will be governed by the final adjudication of such issue.


                                     II - 3

<PAGE>


                                   SIGNATURES

                                 THE REGISTRANT

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  BB&T
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Winston-Salem,  State of North Carolina, on this
8th day of May, 2000.

                                                     BB&T CORPORATION

                                                 By: /s/ Jerone C. Herring
                                                     Jerone C.  Herring
                                                     Executive Vice President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on May 8, 2000.


        /s/ John A. Allison IV *                 /s/ Scott E. Reed *
--------------------------------------  ---------------------
Name:   John A. Allison IV               Name:   Scott E. Reed
Title:  Chairman of the Board and        Title:  Senior Executive Vice President
        Chief Executive Officer                  and Chief Financial Officer
        (principal executive officer)            (principal financial officer)


        /s/ Sherry A. Kellett *                  /s/ Paul B. Barringer *
--------------------------------------   -------------------------------
Name:   Sherry A. Kellett                Name:   Paul B. Barringer
Title:  Executive Vice President         Title:  Director
        and Controller
        (principal accounting officer)


        /s/ Alfred E. Cleveland *                /s/ W. R. Cuthbertson, Jr. *
--------------------------------------   ------------------------------------
Name:   Alfred E. Cleveland              Name:   W. R. Cuthbertson, Jr.
Title:  Director                         Title:  Director


        /s/ Ronald E. Deal *                     /s/ A. J. Dooley, Sr. *
--------------------------------------   -------------------------------
Name:   Ronald E. Deal                   Name:   A. J. Dooley, Sr.
Title:  Director                         Title:  Director


        /s/ Tom D. Efird *                       /s/ Paul S. Goldsmith *
--------------------------------------   -------------------------------
Name:   Tom D. Efird                     Name:   Paul S. Goldsmith
Title:  Director                         Title:  Director


        /s/ L. Vincent Hackley *                 /s/ Jane P. Helm *
--------------------------------------   --------------------------
Name:   L. Vincent Hackley               Name:   Jane P. Helm
Title:  Director                         Title:  Director


        /s/ Richard Janeway *                    /s/ J. Ernest Lathem *
--------------------------------------   ------------------------------
Name:   Richard Janeway, M.D.            Name:   J. Ernest Lathem, M.D.
Title:  Director                         Title:  Director

                                     II - 4

<PAGE>



        /s/ James H. Maynard *                   /s/ Joseph A. McAleer *
--------------------------------------   -------------------------------
Name:   James H. Maynard                 Name:   Joseph A. McAleer
Title:  Director                         Title:  Director


        /s/ Albert O. McCauley *                 /s/ Richard L. Player, Jr. *
--------------------------------------   ------------------------------------
Name:   Albert O. McCauley               Name:   Richard L. Player, Jr.
Title:  Director                         Title:  Director


        /s/ C. Edward Pleasants, Jr. *           /s/ Nido R. Qubein *
--------------------------------------   ----------------------------
Name:   C. Edward Pleasants, Jr.         Name:   Nido R. Qubein
Title:  Director                         Title:  Director


        /s/ E. Rhone Sasser *                    /s/ Jack E. Shaw *
--------------------------------------   --------------------------
Name:   E. Rhone Sasser                  Name:   Jack E. Shaw
Title:  Director                         Title:  Director


        /s/ Harold B. Wells *
--------------------------------------
Name:   Harold B. Wells
Title:  Director





*By:           /s/ Jerone C. Herring
            Name:  Jerone C. Herring
            Attorney-in-Fact




                                    THE PLAN


            Pursuant to the  requirements  of the  Securities  Act of 1933,  the
Trustee has duly caused this  Registration  Statement to be signed on its behalf
by the  undersigned,  thereunto duly authorized,  in the City of  Winston-Salem,
State of North Carolina, on this 8th day of May, 2000.



                                 BB&T CORPORATION 401(K) SAVINGS PLAN

                                 By:    Branch Banking and Trust Company, N.A.
                                          As Trustee



                                 By:     /S/ Robert E. Greene
                                 Name:   Robert E. Greene
                                 Title:  President


                                     II - 5

<PAGE>




                                  EXHIBIT INDEX
                                       to
                      Registration Statement on Form S-8 of
                                BB&T Corporation



Exhibit No.                              Description

   4.1    Amended and Restated  Articles of  Incorporation  of the  Company,  as
          amended,  which are  incorporated  by reference to Exhibit 3(a) to the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          1996, filed with the Commission on March 17, 1997.

   4.2    Articles of Amendment to the Articles of Incorporation of the Company,
          which  are  incorporated  by  reference  to  Exhibit  3(a)(ii)  to the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          1997, filed with the Commission on March 18, 1998.

   4.3    Bylaws of the Company, as amended, which are incorporated by reference
          to Exhibit 3(b) to the  Company's  Annual  Report on Form 10-K for the
          year ended  December 31, 1997,  filed with the Commission on March 18,
          1998.

   4.4    Rights Agreement dated as of December 17, 1996 between the Company and
          Branch Banking and Trust Company,  Rights Agent, which is incorporated
          by  reference  to  Exhibit  A filed  under  Form 8-A,  filed  with the
          Commission on January 10, 1997.

   5      Opinion of Jerone C.  Herring,  Esq.,  Executive  Vice  President  and
          General  Counsel to the  Company.

   23.1   Consent of Jerone C.  Herring,  Esq.,  Executive  Vice  President  and
          General  Counsel  to  the  Company,  which is contained in his opinion
          filed as Exhibit 5.

   23.2   Consent of Arthur Andersen LLP.

   24     Power of Attorney of Directors and Officers of the Company.

   99     BB&T Corporation 401(k) Savings Plan.















<PAGE>





                                    EXHIBIT 5

<PAGE>





                                                                       EXHIBIT 5
                                                                     ---------



                                                     EXHIBIT 5




                               [BB&T Letterhead]


                                   May 8, 2000




BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101

                  Re:      Registration  Statement on  Form S-8 Relating to BB&T
                           Corporation 401(k) Savings Plan

Ladies and Gentlemen:

     I  am  familiar  with  the  proceedings  taken  by  BB&T  Corporation  (the
"Company") in connection with the preparation and filing with the Securities and
Exchange  Commission (the "Commission") of a Registration  Statement on Form S-8
under the Securities  Act of 1933, as amended,  pertaining to the offer and sale
of up to 11,000,000  shares of the Company's  Common Stock,  par value $5.00 per
share (the "Shares"), and an indeterminate number of plan interests, pursuant to
the terms of the BB&T  Corporation  401(k)  Savings  Plan,  as  effective  as of
January 1, 2000 (the "Plan").

     As counsel for the Company,  the Plan and the  Registration  Statement have
been reviewed  under my direction,  and I have examined and am familiar with the
records relating to the  organization of the Company,  including its articles of
incorporation,  bylaws  and  all  amendments  thereto,  and the  records  of all
proceedings  taken by the Board of  Directors  of the Company  pertinent  to the
rendering of this opinion.

     Based on the foregoing,  and having regard for such legal considerations as
I have  deemed  relevant,  I am of the  opinion  that the Shares  have been duly
authorized  and,  upon  issuance of the Shares and receipt by the Company of the
consideration therefor in accordance with the terms of the Plan, the Shares will
be validly issued, fully paid and nonassessable.

     I hereby  consent  to the filing of this  opinion  with the  Commission  as
Exhibit 5 to the Registration  Statement. In giving this consent, I do not admit
that I am within the category of persons  whose consent is required by Section 7
of the  Securities  Act,  or  other  rules  and  regulations  of the  Commission
thereunder.

                                                  Sincerely,


                                                  /S/  Jerone C. Herring
                                                  Jerone C. Herring
                                                  Executive Vice President and
                                                  General Counsel



<PAGE>







                                  EXHIBIT 23.2


<PAGE>



                                                                   EXHIBIT 23.2
                                                                   ------------


                    Consent of Independent Public Accountants

As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  registration  statement  of our report dated April 27, 2000,
included  in BB&T  Corporation's  Form  8-K  dated  April  28,  2000, and to all
references to our firm included in this registration statement. Our report dated
January 24, 2000, included in BB&T Corporation's financial statements previously
filed on Form 10-K and incorporated by reference in this registration  statement
is no longer appropriate since restated financial statements have been presented
giving effect to a business combination accounted for as a pooling of interests.


                               /S/ ARTHUR ANDERSEN LLP

Charlotte, North Carolina,
May 8, 2000.

<PAGE>






                                   EXHIBIT 24


<PAGE>


                                                                EXHIBIT 24
                                                                ----------


                                POWER OF ATTORNEY

         Each  of the  undersigned,  being a  director  and/or  officer  of BB&T
Corporation (the "Company"), hereby nominates,  constitutes and appoints John A.
Allison,  Scott E. Reed and Jerone C. Herring, or any one of them severally,  to
be his or her true and  lawful  attorney-in-fact  and to sign in his or her name
and on his or her behalf in any and all  capacities  stated  below,  and to file
with the Securities and Exchange Commission (the  "Commission"),  a Registration
Statement on Form S-8 (the "Registration  Statement")  relating to the offer and
sale of the Company's common stock,  $5.00 par value per share, and related plan
interests,  pursuant to the terms of the BB&T  Corporation  401(k) Savings Plan,
and to file any and all amendments,  including post-effective amendments, to the
Registration  Statement,  making such changes in the  Registration  Statement as
such attorney-in-fact deems appropriate,  and generally to do all such things on
his or her behalf in any and all  capacities  stated below to enable the Company
to comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Commission.

         This Power of Attorney has been signed by the following  persons in the
capacities indicated on April 25, 2000.



        /s/ John A. Allison IV                   /s/ Scott E. Reed
--------------------------------------   -------------------------
Name:   John A. Allison IV               Name:   Scott E. Reed
Title:  Chairman of the Board and        Title:  Senior Executive Vice President
        Chief Executive Officer                  and Chief Financial Officer
        (principal executive officer)            (principal financial officer)


        /s/ Sherry A. Kellett                    /s/ Paul B. Barringer
--------------------------------------   -----------------------------
Name:   Sherry A. Kellett                Name:   Paul B. Barringer
Title:  Executive Vice President         Title:  Director
        and Controller
        (principal accounting officer)


        /s/ Alfred E. Cleveland                  /s/ W. R. Cuthbertson, Jr.
--------------------------------------   ----------------------------------
Name:   Alfred E. Cleveland              Name:   W. R. Cuthbertson, Jr.
Title:  Director                         Title:  Director


        /s/ Ronald E. Deal                       /s/ A. J. Dooley, Sr.
--------------------------------------   -----------------------------
Name:   Ronald E. Deal                   Name:   A. J. Dooley, Sr.
Title:  Director                         Title:  Director


        /s/ Tom D. Efird                         /s/ Paul S. Goldsmith
--------------------------------------   -----------------------------
Name:   Tom D. Efird                     Name:   Paul S. Goldsmith
Title:  Director                         Title:  Director


        /s/ L. Vincent Hackley                   /s/ Jane P. Helm
--------------------------------------   ------------------------
Name:   L. Vincent Hackley               Name:   Jane P. Helm
Title:  Director                         Title:  Director


        /s/ Richard Janeway                      /s/ J. Ernest Lathem
--------------------------------------   ----------------------------
Name:   Richard Janeway, M.D.            Name:   J. Ernest Lathem, M.D.
Title:  Director                         Title:  Director


<PAGE>


        /s/ James H. Maynard                     /s/ Joseph A. McAleer
--------------------------------------   -----------------------------
Name:   James H. Maynard                 Name:   Joseph A. McAleer
Title:  Director                         Title:  Director


        /s/ Albert O. McCauley                   /s/ Richard L. Player, Jr.
--------------------------------------   ----------------------------------
Name:   Albert O. McCauley               Name:   Richard L. Player, Jr.
Title:  Director                         Title:  Director


        /s/ C. Edward Pleasants, Jr.             /s/ Nido R. Qubein
--------------------------------------   --------------------------
Name:   C. Edward Pleasants, Jr.         Name:   Nido R. Qubein
Title:  Director                         Title:  Director


        /s/ E. Rhone Sasser                      /s/ Jack E. Shaw
--------------------------------------   ------------------------
Name:   E. Rhone Sasser                  Name:   Jack E. Shaw
Title:  Director                         Title:  Director


        /s/ Harold B. Wells
--------------------------------------
Name:   Harold B. Wells
Title:  Director




<PAGE>






                                   EXHIBIT 99

<PAGE>



                             BB&T CORPORATION 401(K)

                                  SAVINGS PLAN
                         EFFECTIVE DATE: JANUARY 1, 2000



                                     <PAGE>



                                TABLE OF CONTENTS
                             BB&T CORPORATION 401(K)
                                  SAVINGS PLAN

                                                                         Page
                                                                         ----
Section  1.       Definitions .............................................1
         1.1      Account .................................................1
         1.2      Accrued Benefit .........................................2
         1.3      Actual deferral percentage or ADP .......................2
         1.4      Adjustment date .........................................3
         1.5      Affiliated employer .....................................3
         1.6      Board ...................................................3
         1.7      A break in service ......................................4
         1.8      Code ....................................................4
         1.9      Committee ...............................................4
         1.10     Company .................................................4
         1.11     Company stock ...........................................4
         1.12     Compensation ............................................4
         1.13     Computation period ......................................5
         1.14     Contribution percentage .................................5
         1.15     Disability ..............................................6
         1.16     Effective date ..........................................6
         1.17     Elective deferral or elective deferrals .................7
         1.18     Eligible employee .......................................7
         1.19     Employee ................................................8
         1.20     Entry date ..............................................8
         1.21     ERISA ...................................................8
         1.22     Excess aggregate contributions ..........................9
         1.23     Excess contributions ....................................9
         1.24     Excess elective deferral ................................9
         1.25     Highly compensated participant ..........................9
         1.26     Hour of service ........................................10
         1.27     Leased employee ........................................12
         1.28     Matching contributions .................................12
         1.29     Nonhighly compensated participant ......................13
         1.30     Normal retirement age ..................................13
         1.31     Participant ............................................13
         1.32     Participating Employer .................................14
         1.33     Plan ...................................................14
         1.34     Plan year ..............................................14
         1.35     Predecessor plan .......................................14
         1.36     Qualified nonelective contributions ....................14
         1.37     Retire or retirement ...................................14
         1.38     Salary reduction contributions .........................14
         1.39     Service ................................................14


<PAGE>



         1.40     Spouse or surviving spouse .............................15
         1.41     Statutory compensation .................................15
         1.42     Testing compensation ...................................15
         1.43     Trust or trust fund ....................................16
         1.44     Trustee ................................................16
         1.45     Trust agreement ........................................16
         1.46     Year of service ........................................16

Section  2.       Contributions to the Trust and Allocation Thereof ......16
         2.1      Salary Reduction Contributions .........................16
         2.2      Matching Contributions .................................23
         2.3      Discretionary Supplemental Employer Contributions ......28
         2.4      General Limitations ....................................28

Section  3.       Vesting ................................................29
         3.1      General ................................................29
         3.2      Forfeitures ............................................29
         3.3      Change in Vesting Schedule .............................29
         3.4      Predecessor Plan .......................................30

Section  4.       Pretermination Distributions; Loans ....................30
         4.1      Hardship ...............................................30
         4.2      Distributions After Age 59 1/2 .........................32
         4.3      Distributions Prior to Age 59 1/2 ......................33
         4.4      Loans ..................................................34
         4.5      Termination of Service Prior To Distribution ...........35

Section  5.       Termination Distributions ..............................35
         5.1      Distributions on Account of Retirement or Disability ...35
         5.2      Distributions on Account of Death ......................38
         5.3      Special Provisions and Definitions .....................38
         5.4      Distributions on Account of Other Termination of
                    Service ..............................................41
         5.5      Directions .............................................42
         5.6      Distributions to Alternate Payees ......................43
         5.7      Valuation ..............................................43
         5.8      Distributions from Salary Reduction Contribution
                    (before-tax) Accounts, Employer Basic Matching
                    Contribution Accounts and QNEC Accounts ..............43

Section  6.       Adjustment of Accounts .................................44
         6.1      Adjustment of Accounts .................................45
         6.2      Loan Account ...........................................45
         6.3      General ................................................46

Section  7.       Participant Direction of Investments ...................46
         7.1      Participant Directed Investments .......................46
         7.2      General ................................................47

                                       ii
<PAGE>


Section  8.       Administration by Committee ............................48
         8.1      Membership of Committee ................................48
         8.2      Committee Officers; Subcommittee .......................48
         8.3      Committee Meetings .....................................48
         8.4      Transaction of Business ................................48
         8.5      Committee Records ......................................49
         8.6      Establishment of Rules; Interactive Voice and
                    Other Systems ........................................49
         8.7      Conflicts of Interest ..................................49
         8.8      Correction of Errors ...................................49
         8.9      Authority to Interpret Plan ............................50
         8.10     Third Party Advisor ....................................50
         8.11     Compensation of Members ................................51
         8.12     Committee Expenses .....................................51
         8.13     Indemnification of Committee ...........................51

Section  9.       Management of Funds and Amendment of Plan ..............51
         9.1      Fiduciary Duties .......................................51
         9.2      Trust Agreement ........................................53
         9.3      Authority to Amend .....................................53
         9.4      Requirements of Writing ................................54

Section  10.      Allocation of Responsibilities Among
                    Named Fiduciaries ....................................54
         10.1     Duties of Named Fiduciaries ............................54
         10.2     Co-fiduciary Liability .................................55

Section  11.      Benefits Not Assignable; Facility of Payments ..........55
         11.1     Benefits Not Assignable ................................55
         11.2     Payments to Minors and Others ..........................56

Section  12.      Termination of Plan and Trust; Merger or
                    Consolidation of Plan ................................56
         12.1     Complete Termination ...................................56
         12.2     Partial Termination ....................................57
         12.3     Merger or Consolidation ................................57
         12.4     Protection of Benefits .................................58

Section  13.      Communication to Employees .............................58

Section  14.      Claims Procedure .......................................58
         14.1     Filing of a Claim for Benefits .........................58
         14.2     Notification to Claimant of Decision ...................58
         14.3     Procedure for Review ...................................59
         14.4     Decision on Review .....................................59
         14.5     Action by Authorized Representative of Claimant ........60

                                       iii
<PAGE>

Section  15.      Portability of Participant Accounts ....................60
         15.1     Definitions ............................................60
         15.2     Construction ...........................................61

Section  16.      Rollovers ..............................................61
         16.1     Timing .................................................61
         16.2     Eligibility ............................................62
         16.3     Maximum Amount .........................................62
         16.4     Accounting .............................................62
         16.5     Transfers Prior to Becoming a Participant ..............62

Section  17.      Special Provisions Relating to Transfers From
                    Qualified Plans ......................................62
         17.1     Accounting .............................................62
         17.2     Liability of Trustee ...................................63
         17.3     Protected Benefits Under Section 411(d)(6) of
                    the Code .............................................63
         17.4     Authority of Committee .................................63
         17.5     Impermissible Transfers ................................63

Section  18.      Special Top-Heavy Provisions ...........................63
         18.1     Definitions ............................................64
         18.2     Top-Heavy Requirements .................................66

Section  19.      Limitations on Allocations .............................67
         19.1     Limitations ............................................67
         19.2     Adjustments ............................................67
         19.3     Participation in this Plan and a Defined Benefit Plan ..69
         19.4     Definitions ............................................70

Section  20.      Parties to the Plan; Transfers of Employees ............72
         20.1     Application of Plan and Trust Agreement ................72
         20.2     Service with a Participating Employer ..................72
         20.3     Contributions by each Participating Employer ...........72
         20.4     Authority of Board .....................................73

Section  21.      Compliance with the Uniformed Services Employment and
                  Reemployment Rights Act of 1994 ........................73
         21.1     Treatment of USERRA Contributions ......................73
         21.2     Rights With Respect to Salary Reduction Contributions ..74
         21.3     Special Service Crediting Rules ........................74
         21.4     Loans ..................................................75
         21.5     Definitions ............................................75
         21.6     Construction ...........................................75

Section  22.      Special Provisions Applicable to ESOP ..................75
         22.1     Investment .............................................75

                                       iv
<PAGE>


         22.2     Distributions ..........................................75
         22.3     Restrictions on Company stock ..........................75
         22.4     Proxy Voting ...........................................76
         22.5     Valuations .............................................76
         22.6     Diversification ........................................76
         22.7     Dividends ..............................................77

Section  23.      Miscellaneous Provisions ...............................77
         23.1     Notices ................................................77
         23.2     Lost Distributees ......................................77
         23.3     Reliance on Data .......................................77
         23.4     Bonding ................................................78
         23.5     Receipt and Release for Payments .......................78
         23.6     No Guarantee ...........................................78
         23.7     Headings ...............................................78
         23.8     Continuation of Employment .............................78
         23.9     Construction ...........................................79


EXHIBIT A         Testing Compensation

EXHIBIT B         Participating Employers

EXHIBIT C         Plan Loan Rules
                  for Participant Loans









                                        v
<PAGE>






                            BB&T CORPORATION 401(K)
                                  SAVINGS PLAN


                                  INTRODUCTION
                                  ------------

                  Effective as of July 1, 1982,  Branch  Banking & Trust Company
("BB&T")  established  a savings  and  thrift  plan (the  "prior  plan") for the
benefit of its employees and the employees of its participating affiliates.  The
prior plan was entitled the "Savings and Thrift Plan for the Employees of Branch
Banking & Trust  Company."  The prior  plan was last  restated  effective  as of
January  1, 1994.  On  February  28,  1995,  BB&T  Corporation  (the  "Company")
(formerly,  the Southern National  Corporation) and BB&T Financial  Corporation,
the former parent corporation of BB&T, were merged. As a result of the corporate
merger, the Company became the parent corporation of BB&T and the sponsor of the
prior  plan.  Effective  as of January  1, 1996,  the name of the prior plan was
changed to the "Southern National  Corporation 401(k) Savings Plan." As a result
of the change in the Company's  corporate name to BB&T Corporation,  the name of
the prior plan was ultimately  changed to the "BB&T  Corporation  401(k) Savings
Plan." This plan amends and restates  the prior plan  effective as of January 1,
2000.


<PAGE>




                           BB&T CORPORATION
401(K) SAVINGS PLAN*


                  Section 1.Definitions:
                  ---------------------
                  As used in the  plan,  including  this  Section  1, and in the
trust  agreement  which is a part of the plan,  references  to one gender  shall
include the other and, unless otherwise indicated by the context:

                  1.1    "Account" means the aggregate of the separate  accounts
maintained  by the  Committee  with  respect to each  participant.  The separate
accounts so maintained shall include one or more of the following:

                  1.1.1  "Salary reduction  contribution  (before-tax)  account"
         means the  subaccount of the  participant  that is credited with salary
         reduction  contributions  made by the  participant  to the  plan or the
         predecessor plan (as defined in Section 1.35).

                  1.1.2  "Voluntary contribution  (after-tax) account" means the
         subaccount  of  the   participant   that  is  credited  with  after-tax
         contributions made by the participant to the predecessor plan.

                  1.1.3  "Employer  basic  matching  contribution account" means
         the subaccount of the participant that is credited with basic  matching
         contributions made on behalf of the participant to the plan pursuant to
         Section 2.2.1(i).

                  1.1.4  "Employer supplemental  matching  contribution account"
         means  the  subaccount  of  the  participant   that  is  credited  with
         supplemental  matching  contributions made on behalf of the participant
         to the plan pursuant to Section  2.2.1(ii)  and matching  contributions
         made to the predecessor plan prior to January 1, 2000.

                  1.1.5  "Employer  profit  sharing  contribution account" means
         the subaccount of the participant that is credited with supplemental or
         profit sharing  contributions  made on behalf of the participant to the
         plan or the predecessor plan.

--------
*Note:  Except as  otherwise  provided  in Section  1.16,  this plan  amends and
supersedes  as of January 1, 2000,  the BB&T  Corporation  401(k)  Savings Plan,
which was first adopted July 1, 1982 and last amended and restated  effective as
of January 1, 1994.  Reference is made to the BB&T  Corporation  401(k)  Savings
Plan Trust Agreement, of even date herewith, which is a part of the plan.

<PAGE>



                  1.1.6 "ESOP account"  means the subaccount of the  participant
         that  is  credited  with  ESOP  contributions  made  on  behalf  of the
         participant to the predecessor plan. If a participant was a participant
         in more than one ESOP  previously  established  under  the  predecessor
         plan, a separate ESOP account shall be maintained  for the  participant
         under each such ESOP.

                  1.1.7  "Prior  plan  account"  means  the  subaccount  of  the
         participant that is credited with  contributions  made on behalf of the
         participant  to the Thrift Plan for the  Employees of Branch  Banking &
         Trust  Company and the Profit  Sharing Plan for the Employees of Branch
         Banking & Trust Company prior to their merger into the predecessor plan
         on January 1, 1986.

                  1.1.8 "PAYSOP account" means the subaccount of the participant
         that is  credited  with  employer  contributions  made on behalf of the
         participant  to the Southern  National  Employee  Stock  Ownership Plan
         prior to its merger into the predecessor plan on May 13, 1996 or to the
         United Carolina  Bancshares  Corporation Dollar Plus Savings Plan prior
         to its merger into the predecessor plan on December 12, 1997.

                  1.1.9 "QNEC account"  means the subaccount of the  participant
         that is  credited  with  qualified  nonelective  contributions  made on
         behalf of the participant to the plan or the predecessor plan.

                  1.1.10 "Loan account" means the subaccount of the  participant
         that is credited with payments of principal and interest as provided in
         Section 6.2.

                  1.1.11  "Rollover   account"   means  the  subaccount  of  the
         participant  that is credited with rollover  contributions  made by the
         participant to the plan or the predecessor plan.

                  1.2  "Accrued  Benefit" means with respect to each participant
the  balance  in his  account as of the  applicable  adjustment  date  following
adjustment thereof as provided in Section 6.

                  1.3   "Actual  deferral percentage" or "ADP" with respect to a
participant  for a plan year  means the ratio  (expressed  as a  percentage  and
calculated  to the  nearest  one-hundredth  of a  percentage  point) of: (i) the
salary  reduction  contributions,  if any, made to the trust under the plan by a
Participating Employer on behalf of the participant for the plan year other than
salary reduction  contributions  distributed to the participant  pursuant to the
provisions of Section 19.2(i) (relating to the return of contributions in excess
of the limitations of Section 415 of the Code); to (ii) his testing compensation
(as defined in Section 1.42) for that portion of the plan year during which he

                                        2

<PAGE>

was a  participant.  Pursuant  to  regulations  issued by the  Secretary  of the
Treasury,  the Committee may elect to take into account  matching  contributions
made on  behalf of any  participant  to any  qualified  plan  maintained  by the
Participating Employer or an affiliated employer for purposes of determining the
ADP of such participant. In no event will matching contributions which are taken
into account for purposes of determining the ADP of a participant, be taken into
account  in  determining  the  contribution   percentage  of  such  participant.
Notwithstanding the foregoing,  the ADP of a nonhighly  compensated  participant
shall be determined  without regard to any excess elective  deferrals made under
the plan or any other plan maintained by an affiliated  employer with respect to
him. The ADP for a specified group of participants  for a plan year shall be the
average  (expressed as a percentage and calculated to the nearest  one-hundredth
of a percentage point) of the ADPs calculated separately for each participant in
such group.  The ADP of a participant who is eligible to make a salary reduction
contribution under the plan but does not do so, or who is not eligible to make a
salary reduction  contribution  because  allocations to his account would exceed
the dollar limitation or the statutory compensation  limitation in Section 19.1,
shall be zero.  The  determination  and treatment of the ADP of any  participant
shall satisfy such other  requirements  as may be prescribed by the Secretary of
the Treasury.

                  1.4  "Adjustment  date"  means  each day on which the New York
Stock Exchange is open for business.  The last adjustment date in each plan year
is sometimes referred to herein as the "year-end adjustment date."

                  1.5  "Affiliated employer" means: (i) any  corporation that is
a member of a controlled group of corporations  (as defined in Section 414(b) of
the Code) which includes the Company; (ii) any trade or business (whether or not
incorporated)  that is under common control (as defined in Section 414(c) of the
Code) with the Company;  (iii) any  organization  (whether or not  incorporated)
that is a member of an affiliated service group (as defined in Section 414(m) of
the Code) which includes the Company;  and (iv) any other entity  required to be
aggregated with the Company pursuant to Section 414(o) of the Code.

                                        3

<PAGE>

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

                  1.7   A "break in service" means a computation period in which
an employee  does not complete more than 500 hours of service and shall occur at
the beginning of such computation period.

                  1.8   "Code" means  the  Internal  Revenue  Code of  1986,  as
amended, and rules and Treasury Regulations issued thereunder.

                  1.9   "Committee" means  the administrative Committee provided
for in Section 8.

                  1.10  "Company"  means  BB&T  Corporation,  a  North  Carolina
corporation with its principal office at Winston-Salem, North Carolina.

                  1.11  "Company  stock"  means shares of common stock issued by
the Company which are readily tradable on an established  securities  market. As
of the  effective  date,  the  Company  stock is  listed  on the New York  Stock
Exchange under the Symbol "BBT."

                  1.12  "Compensation" means wages within the meaning of Section
3401(a) of the Code and all other payments of compensation to an employee by the
Participating  Employer (in the course of the Participating  Employer's trade or
business)  for which the  Participating  Employer  is  required  to furnish  the
employee a written statement under Sections 6041(d),  6051(a)(3) and 6052 of the
Code,  but determined  without  regard to any rules that limit the  remuneration
included  in wages  based on the nature or  location  of the  employment  or the
services performed,  plus any amounts contributed by the Participating  Employer
pursuant to a salary  reduction  agreement which are not includible in the gross
income of the employee under Section 125, 402(e)(3), 402(h) or 403(b)

                                        4

<PAGE>

of the Code, if any, and less reimbursements or other expense allowances, fringe
benefits, moving expenses, deferred compensation, and welfare benefits. For plan
years  beginning on or after January 1, 1989,  but prior to January 1, 1994, the
annual  compensation  of each  employee  taken  into  account  shall not  exceed
$200,000.  This limitation shall be adjusted by the Secretary of the Treasury at
the same time and in the same manner as under Section 415(d) of the Code, except
that the dollar  increase in effect on January of any calendar year is effective
for plan years  beginning in such calendar year and the first  adjustment to the
$200,000 limitation is effective on January 1, 1990. For plan years beginning on
or after January 1, 1994,  the annual  compensation  of each employee taken into
account  under  the  plan  shall  not  exceed  $150,000,   as  adjusted  by  the
Commissioner  for  increases  in the cost of living in  accordance  with Section
401(a)(17)(B)  of the  Code.  The  cost-of-living  adjustment  in  effect  for a
calendar  year  applies to any  period,  not  exceeding  12  months,  over which
compensation  is  determined  (the  "determination  period")  beginning  in such
calendar year. The $200,000  limitation and the $150,000  limitation,  whichever
shall  be  applicable,   shall  be  hereinafter   referred  to  as  the  "annual
compensation  limitation." If a  determination  period consists of fewer than 12
months, the annual compensation limitation will be multiplied by a fraction, the
numerator of which is the number of months in the determination  period, and the
denominator of which is 12.

                  1.13   "Computation  period"  means  a  12  consecutive  month
         period, as follows:

                  1.13.1 For  purposes of plan  participation,  the  computation
         period initially shall be the 12 consecutive  month period beginning on
         the date an employee  first  completes an hour of service.  Thereafter,
         the computation period shall be the plan year,  beginning with the plan
         year  containing  the first  anniversary of the date the employee first
         completed an hour of service.

                  1.13.2 For all other purposes under the plan, the  computation
         period shall be the plan year.

                                        5

<PAGE>



                  1.14   "Contribution percentage" with respect to a participant
for a plan year means the ratio (expressed as a percentage and calculated to the
nearest one-hundredth of a percentage point) of: (i) the matching  contributions
made to the trust under the plan on the participant's  behalf for the plan year;
to (ii) his testing  compensation  (as defined in Section 1.42) for that portion
of the plan year during which he was a participant.  The contribution percentage
for a  specified  group of  participants  for a plan year  shall be the  average
(expressed  as a percentage  and  calculated to the nearest  one-hundredth  of a
percentage point) of the contribution percentages calculated separately for each
participant in such group.  Pursuant to  regulations  issued by the Secretary of
the Treasury,  the Committee may elect to take into account  elective  deferrals
made on  behalf of any  participant  to any  qualified  plan  maintained  by the
Participating Employer or an affiliated employer for purposes of determining the
contribution  percentage of such  participant.  Notwithstanding  the  foregoing,
salary  reduction  contributions  distributed  to a participant  pursuant to the
provisions of Section 19.2(i) (relating to the return of contributions in excess
of the  limitations  of  Section  415 of the  Code) and  matching  contributions
forfeited by a participant pursuant to the provisions of Section 2.2.4 (relating
to  the   forfeiture   of   matching   contributions   attributable   to  excess
contributions, excess elective deferrals and excess aggregate contributions) may
not  be  taken  into  account  for  purposes  of  determining  the  contribution
percentage  of  such  participant.   The  determination  and  treatment  of  the
contribution percentage of any participant shall satisfy such other requirements
as may be prescribed by the Secretary of the Treasury.

                  1.15   "Disability" means a  condition for which a participant
is entitled to disability benefits under the BB&T Corporation Disability Plan.

                  1.16   "Effective date" of the plan  means  January  1,  2000.
However,  in order to comply with the  Retirement  Protection  Act of 1994,  the
Uniformed  Services  Employment and  Reemployment  Rights Act of 1994, the Small
Business Job Protection  Act of 1996,  the Taxpayer  Relief Act of 1997, and the
Internal Revenue Service  Restructuring  and Reform Act of 1998, which are first
effective  as of an  earlier  date,  the  following  Sections  of the  plan  are
effective as indicated below:

                                        6
<PAGE>



                           Section                            Effective Date
                           -------                            --------------
                           Section 1.3                        January 1, 1997
                           Section 1.12                       January 1, 1997
                           Section 1.14                       January 1, 1997
                           Section 1.25                       January 1, 1997
                           Section 1.27                       January 1, 1997
                           Section 1.39                       January 1, 1998
                           Section 1.41                       January 1, 1998
                           Section 2.1.4                      January 1, 1997
                           Section 2.2.3                      January 1, 1997
                           Section 5.1.2(h)                   January 1, 1997
                           Section 5.3.1                      January 1, 1997
                           Section 5.3.3(f)                   January 1, 1997
                           Section 15.1.1                     January 1, 1999
                           Section 19.1                       January 1, 1995
                           Section 21                         October 13, 1996

                  1.17   "Elective deferral" or "elective deferrals" means, with
respect to any taxable year of a participant, the sum of:

                  (a)    Any employer contribution  under  a  qualified  cash or
         deferred  arrangement (as defined in Section 401(k) of the Code) to the
         extent not includible in the participant's gross income for the taxable
         year under Section 402(e)(3) of the Code,  including a salary reduction
         contribution made on behalf of the participant under Section 2.1 of the
         plan;

                  (b)    Any employer contribution under a  simplified  employee
         pension  plan (as defined in Section  408(k) of the Code) to the extent
         not includible in the  participant's  gross income for the taxable year
         under Section 402(h)(1)(B) of the Code;

                  (c)    Any  employer  contribution   made  on  behalf  of  the
         participant to purchase an annuity contract under Section 403(b) of the
         Code pursuant to a salary  reduction  agreement  (within the meaning of
         Section 3121(a)(5)(D) of the Code); and

                  (d)    Any elective employer contribution  made on behalf of a
          participant under Section 408(p)(2)(A)(i) of the Code.

Notwithstanding  any  provisions  of the  plan  to the  contrary,  the  elective
deferrals of any participant for any taxable year of the participant  made under
this  plan,  and any  other  qualified  plan  maintained  by the  Company  or an
affiliated employer, shall not in the aggregate exceed $10,500 (or such greater

                                        7

<PAGE>

amount as may be permitted under Section 402(g)(4), (5) or (8) of the Code). See
Section 2.1.1 of the plan permitting distribution of excess elective deferrals.

                  1.18   "Eligible   employee"   means   each   employee   of  a
         Participating Employer except the following:

                  (a)   An employee included in a unit of employees covered by a
         bona fide collective bargaining agreement with a Participating Employer
         that does not  specifically  provide for coverage of the employee under
         the plan;  provided,  that retirement benefits were the subject of good
         faith  bargaining  between  the  Participating  Employer  and  employee
         representatives.

                  (b)   An employee  who is a  nonresident alien and receives no
         earned  income  (within the meaning of Section  911(d)(2)  of the Code)
         from the Participating Employer constituting income from sources within
         the United  States  (within  the  meaning of Section  861(a)(3)  of the
         Code).

                  (c)   An  individual  who  is deemed to be an employee  solely
         because he is a leased employee.

                  (d)   An  individual  who  is  an  employee  of  an affiliated
         employer that has not adopted the plan and is on a temporary assignment
         to a Participating Employer.

See  Section  1.31  for  provisions  governing  participation  in the plan by an
eligible employee.

                  1.19   "Employee"  means, except as otherwise provided herein,
an individual in the service of a  Participating  Employer  if the  relationship
between him and the employer is the legal relationship of employer and employee.
In  determining  who is an  employee  for  purposes of the plan,  the  following
provisions shall apply:

                  1.19.1 All leased employees shall be treated as employees.

                  1.19.2 An  individual  who is  identified  on the  books  and
         records of a Participating Employer as other than a common law employee
         shall not be treated as an employee for purposes of the plan regardless
         of a later  agency or  judicial  determination  to the effect that such
         individual is a common law employee of a Participating Employer.

                                        8

<PAGE>

See Sections 1.18 and 1.31 for provisions  governing  eligibility of an employee
to become a participant in the plan.

                  1.20   Entry date  means the first day of each calendar month.

                  1.21   ERISA means the Employee Retirement Income Security Act
of 1974, as amended  (including  amendments of the Code affected  thereby),  and
rules and regulations issued thereunder.

                  1.22   Excess aggregate contributions means, with  respect  to
any plan year, the excess of:

                  (a)    The  aggregate  amount of matching  contributions  (and
         any elective deferrals taken into account in computing the contribution
         percentage)  actually made to the trust on behalf of highly compensated
         participants for such plan year; over

                  (b)   The maximum amount of such contributions permitted under
         the limitations described in Section 2.2.2.

                  1.23  "Excess  contributions"  means, with respect to any plan
year, the excess of:

                  (a)   The aggregate amount of salary  reduction  contributions
         (and any matching  contributions  taken into  account in computing  the
         ADP)  actually  made to the  trust  on  behalf  of  highly  compensated
         participants for such plan year; over

                  (b)   The maximum amount of such contributions permitted under
         the limitations of Section 2.1.4.

                  1.24  "Excess  elective  deferral"  for any taxable  year of a
participant means the amount of the elective deferral on behalf of a participant
for any taxable year of such  participant  in excess of $10,500 (or such greater
amount as may be permitted pursuant to the provisions of Sections 402(g)(4), (5)
and (8) of the Code).  Excess elective deferral also shall refer to the specific
amount of elective  deferrals for the taxable year of the participant  which the
participant allocates to this plan pursuant to the provisions of Section 2.1.1.

                                        9
<PAGE>

                  1.25  Highly compensated participant means any participant who
is a highly  compensated  employee.  "Highly  compensated  employee"  means  any
employee who:

                  (a)  during  the plan year or  preceding  plan year was at any
         time a 5 percent  owner (as  defined  in  Section  416(i)(1)(B)  of the
         Code); or

                  (b)  during  the  preceding   plan  year  received   statutory
         compensation  (as  defined  in  Section  1.41)  from  the  Company  and
         affiliated  employers  in excess of $80,000  (as  adjusted  pursuant to
         Section  414(q)(1)  of the  Code)  and  was in the  top-paid  group  of
         employees for such preceding plan year.

For purposes of this Section 1.25, the following provisions shall apply:

                  1.25.1 An employee who performs service for the Company or any
         affiliated  employer  at any time  during a plan  year  shall be in the
         top-paid  group of employees  for such year if such  employee is in the
         top 20 percent  of the  employees  of the  Company  and its  affiliated
         employers  ranked on the basis of  statutory  compensation  paid during
         such year.

                  1.25.2  A  former  employee  shall  be  treated  as  a  highly
         compensated  employee if he was a highly  compensated  employee when he
         separated  from service,  or was a highly  compensated  employee at any
         time after attaining age 55.

The  determination  of who  is a  highly  compensated  employee,  including  the
determination  of the number and identity of  employees  in the top-paid  group,
shall be made in accordance with Section 414(q) of the Code.

                  1.26   "Hour of service"  means the following:

                  1.26.1 Each hour for which an employee is paid, or entitled to
         payment,  by the Company or an affiliated  employer for the performance
         of duties.  Each such hour shall be credited to the computation  period
         in which the duties are performed.

                  1.26.2 Each hour for which an employee is paid, or entitled to
         payment,  by the Company or an affiliated employer for a period of time
         during  which no duties are  performed,  irrespective  of  whether  the
         employment relationship has terminated, by reason of vacation, holiday,
         illness,   incapacity  (including  disability),   lay-off,  jury  duty,
         military duty or leave of absence.  Each such hour shall be credited to
         the  computation  period in which no duties are performed.  In applying
         this Section 1.26.2, the following provisions shall apply:

                                       10

<PAGE>

                           (i) The number of hours to be  credited to any single
                  continuous  period  (whether  or not such  period  occurs in a
                  single  computation  period)for which hours are credited shall
                  be the lesser  of:  (a) 501 hours,  or (b) the number of hours
                  for which the  employee  is paid with  respect to such  single
                  continuous period;

                           (ii) No  hours  shall be  credited  with  respect  to
                  payments  made to the  employee  for the purpose of  complying
                  with   applicable    workers'    compensation,    unemployment
                  compensation  or disability  insurance  laws, or payments made
                  solely to  reimburse  an  employee  for  medical or  medically
                  related expenses incurred by the employee; and

                           (iii) An amount paid to an employee by the Company or
                  an affiliated employer indirectly, such as by a trust, fund or
                  insurer to which the  Company  or  affiliated  employer  makes
                  contributions or pays premiums,  shall be deemed to be paid by
                  the Company or affiliated employer.

                  1.26.3 Each hour (to the extent not included in Section 1.26.1
         or 1.26.2) for which back pay,  irrespective  of mitigation of damages,
         has been either  awarded or agreed to by the  Company or an  affiliated
         employer. Each such hour shall be credited to the computation period or
         periods to which the award or  agreement  pertains  rather  than to the
         computation period in which the award, agreement or payment is made.

                  1.26.4  Each hour for which an  employee  is not  actually  in
         service but is required to be given credit for service under any law of
         the  United  States,  including,  but not  limited  to,  the Family and
         Medical  Leave Act of 1993.  Each such hour  shall be  credited  to the
         computation  period or periods for which the employee is required to be
         given credit for service.

                  1.26.5  Solely  for the  purpose  of  determining  whether  an
         employee has  incurred a break in service,  each hour with respect to a
         period  during which he is absent from work for  maternity or paternity
         reasons which otherwise would be credited to such employee but for such
         absence, or if such hours cannot be determined,  8 hours of service per
         day of such absence.  For purposes of this Section  1.26.5,  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  Section  1.26.5  shall be credited  with
         respect  to the  computation  period in which the  absence  begins,  if
         necessary to prevent a break in service in such computation  period. In
         all  other  cases,  such  hours of  service  shall be  credited  to the
         subsequent  computation period. No more than 501 hours of service shall
         be required to be credited  for  maternity  or  paternity  reasons.  No
         credit  shall be given under this Section  1.26.5,  unless the employee
         furnishes to the  Committee  such timely  information  as the Committee
         reasonably  may require to  establish  that the absence is for a reason
         described in this Section 1.26.5 and the number of days for which there
         was such an absence.

                                       11
<PAGE>

                  1.26.6  Solely  for the  purpose  of  determining  whether  an
         employee  has  incurred a break in service,  an employee  who is absent
         from  work  due to a leave of  absence  approved  by the  Participating
         Employer  for which he is not paid  (other  than a leave of absence for
         maternity or  paternity  reasons)  shall be credited  with each hour of
         service such  employee  would  otherwise be credited  with but for such
         leave of  absence.  The  hours of  service  credited  pursuant  to this
         Section 1.26.6 shall be credited with respect to the computation period
         in which the absence begins, if necessary to prevent a break in service
         in such computation  period.  In all other cases, such hours of service
         shall be credited to the subsequent  computation  period.  No more than
         501 hours of service shall be required to be credited due to such leave
         of absence.  The hours of service granted pursuant to the provisions of
         this Section 1.26.6 shall be disregarded  if the  participant  does not
         return  to  service  upon the  expiration  of such  leave  of  absence;
         provided  that this  sentence  shall not apply if the employee  dies or
         becomes disabled during such leave of absence.

An employee for whom the Company or an affiliated  employer maintains records of
hours for which payment for the  performance of duties is made shall be credited
with hours of service on the basis of such records.  Any other employee shall be
credited  with 45 hours of service for each week if under this  Section  1.26 he
would  be  credited  with at least  one  hour of  service  for  such  week.  The
provisions  of this  Section  1.26  shall  be  applied  in  accordance  with the
provisions of Department of Labor Regulations  Sections  2530.200b-2(b) and (c),
which are incorporated herein by reference.

                  1.27   "Leased employee" means any  individual,  other than an
employee of the Company  or an  affiliated employer (the "recipient  employer"),
who, pursuant to  an  agreement  between  the  recipient  employer and any other
person (the "leasing organization") has performed  services  for  the  recipient
employer, or the recipient employer and related persons determined in accordance
with Section 414(n) of the Code, on a substantially full-time basis for a period
of  at  least  one  year,  and  such  services  are  performed under the primary
direction  or  control  of  the recipient employer.  Contributions  or  benefits
provided a leased employee by the leasing  organization that are attributable to
services performed for the  recipient  employer  shall be treated as provided by
the recipient employer.  A leased  employee  shall not be considered an employee
of the recipient employer if: (a) such individual is covered by a money purchase

                                       12
<PAGE>

pension plan  providing (i) a  nonintegrated  employer  contribution  rate of at
least 10 percent of statutory compensation, (ii)  immediate  participation,  and
(iii) full and immediate  vesting; and (b) leased  employees  do not  constitute
more  than  20  percent of  the  recipient employer's nonhighly compensated work
force as defined in Section 414(n)(5)(C)(ii) of the Code.

                  1.28   "Matching contributions" means  the amounts contributed
to the plan  by a  Participating  Employer pursuant to the provisions of Section
2.2. The amounts contributed to the plan by a  Participating  Employer  pursuant
to Section  2.2.1(i) are sometimes   referred  to  herein  as  "basic   matching
contributions." The amounts contributed to the plan by a Participating  Employer
pursuant to Section 2.2.1(ii) are sometimes  referred to herein as "supplemental
matching contributions."

                  1.29   "Nonhighly compensated participant" means a participant
who is  not a  highly compensated participant.

                  1.30   "Normal  retirement age" of a participant means age 65.
The "normal retirement  date" of  a  participant  means the date the participant
attains his normal retirement age.

                  1.31   "Participant" means with respect to any  plan  year  an
eligible  employee  who has entered the plan and any former  employee who has an
accrued  benefit under the plan. An eligible  employee or former employee on the
effective  date  who  was a  participant  in the  predecessor  plan  immediately
preceding the effective date, or who was eligible to enter the predecessor  plan
as a participant on the effective  date,  shall be a participant in this plan as
of the effective  date. For purposes of Section 2.1.1 (making  salary  reduction
contributions),  an eligible  employee  who has not  otherwise  entered the plan
shall become a participant as of the entry date next following the completion of
90  days  of  service.   For  purposes  of  Section  2.2.1  (receiving  matching


                                       13
<PAGE>

contributions),  an eligible employee shall become a participant as of the entry
date next following the later of (i) the close of the first  computation  period
in which he completes 1,000 or more hours of service;  or (ii) attainment of age
21. For the purpose of applying the  foregoing  provisions of this Section 1.31,
the following  provisions  shall apply:  (i) an eligible  employee who is not in
service  on the date he is  eligible  to enter the plan shall not enter the plan
until he reenters  service as an eligible  employee,  whereupon  he  immediately
shall enter the plan; and (ii) a participant  who  terminates  service and later
reenters service shall reenter the plan as of the date he reenters service as an
eligible employee.

                  1.32   "Participating Employer"  means  the  Company  and each
employer that has adopted the plan and is listed on Exhibit B  attached  hereto.
See Section 20 for special provisions concerning Participating Employers.

                  1.33   "Plan" means the BB&T Corporation 401(k)  Savings  Plan
as  herein set out or as duly  amended.  That portion of the plan  consisting of
the ESOP accounts shall constitute a stock  bonus  plan  and an  employee  stock
ownership  plan  within  the  meaning  of  Section  4975(e)(7)  of the Code (the
"ESOP").  See Section 22 for special rules that apply to the ESOP. The remainder
of the plan shall constitute a profit sharing plan.

                  1.34   "Plan  year"  means   the  12-month  period  ending  on
December 31 of each year.

                  1.35   "Predecessor plan" means the  BB&T  Corporation  401(k)
Savings  Plan in effect  prior to January 1, 2000,  and any other plan which was
merged into such plan or whose assets and liabilities  were  transferred to such
plan prior to such date. The term "predecessor plan" shall also include any plan
which is merged into this plan or whose assets and  liabilities  are transferred
to this plan after the effective date.

                  1.36   "Qualified    nonelective    contributions"   means   a
contribution made by the Company pursuant to Section 2.1.4(iv) of the plan.

                                       14

<PAGE>

                  1.37   "Retire  or   retirement"   means   the   participant's
termination of service on or after his normal retirement date.

                  1.38   "Salary    reduction    contributions"     means    the
contributions  described  in  Section  2.1  which  are  made  to  the  plan by a
Participating  Employer on  behalf of a  participant  who has elected to defer a
specified  percentage of his compensation.

                  1.39   "Service"  means employment by a Participating Employer
or  an  affiliated  employer  as  an  employee. An employee's service shall also
include  his  service  with  an  employer  that  is  acquired by a Participating
Employer or one of  its affiliated employers,  whether by merger, acquisition of
assets or stock, or otherwise;  provided that, the employee  becomes an employee
of a  Participating Employer or one of  its  affiliated employers as a result of
such acquisition.

                  1.40   "Spouse"  or   "surviving  spouse"  means  the  legally
married spouse or surviving  spouse of a  participant;  provided,  that a former
spouse shall be treated as the spouse or surviving spouse to the extent provided
under  a  qualified  domestic relations order described in Section 414(p) of the
Code.

                  1.41   "Statutory compensation" means wages within the meaning
of Section 3401(a) of the Code and all  other  payments  of  compensation  to an
employee  by a  Participating  Employer  (in  the  course  of the  Participating
Employer's trade or business) for which the  Participating  Employer is required
to furnish the employee a written statement under Sections  6041(d),  6051(a)(3)
and 6052 of the Code,  other than amounts paid or  reimbursed by the Company for
moving  expenses  incurred by the employee to the extent that at the time of the
payment it is  reasonable  to believe that these  amounts are  deductible by the
employee under Section 217 of the Code. Compensation must be determined for this
purpose without regard to any rules under Section 3401(a) of the Code that limit
the  remuneration  included  in wages  based on the  nature or  location  of the

                                       15
<PAGE>


employment or the services performed.  The statutory compensation of an employee
shall  include any  elective  deferral  (as defined in Section  402(g)(3) of the
Code) and any other amount which is contributed or deferred by the Participating
Employer at the  election of the  employee  and which is not  includible  in the
gross income of the  employee by reason of Sections 125 or 457 of the Code.  For
purposes of Section 18, the statutory  compensation  of a  participant  shall be
limited to the annual compensation limitation set forth in Section 1.12.

                  1.42   "Testing compensation" means any of the definitions  of
compensation  which are set forth on Exhibit A attached hereto, as designated by
the  Committee.   Notwithstanding   the  foregoing,   a  participant's   testing
compensation shall be subject to the annual compensation limitation set forth in
Section 1.12. The definition of  compensation  designated by the Committee for a
particular  plan year shall be used for  purposes  of  determining  the  testing
compensation of all participants for such year.

                  1.43   "Trust" or "trust fund"  means  the  trust fund held by
the Trustee under the plan.

                  1.44   "Trustee"  means the entity appointed by the Company to
administer the trust.

                  1.45   "Trust agreement" means the trust agreement between the
Company  and the Trustee which shall be a part of the plan.

                  1.46   "Year of service" means the following:

                  1.46.1 With respect to service  prior to the  effective  date,
         years of continuous service as determined  pursuant to the terms of the
         predecessor plan.

                  1.46.2 With respect to service on or after the effective date,
         1,000 or more hours of service during a computation  period;  provided,
         that no year of service following 5 consecutive breaks in service shall
         be taken  into  account in  determining  the  vested  percentage  of an
         employee's accrued benefit that accrued before such breaks in service.

                  1.46.3 Years of service  shall include any period during which
         an employee would have been a leased  employee but for the  requirement
         that a leased employee perform service for the Company,  or the Company
         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.

                                       16
<PAGE>

                  Section 2.  Contributions to the Trust and Allocation Thereof:
                  ---------   -------------------------------------------------

                  2.1    Salary Reduction Contributions:

                  2.1.1  Amount  of  salary  reduction   contributions;   Excess
         elective  deferrals:  Each eligible  employee who becomes a participant
         and is in service may elect in the manner  provided by the Committee to
         reduce his  compensation  by a whole number  percentage not less than 1
         percent and not more than 16 percent.  The amount of the  participant's
         salary reduction shall be contributed by the Participating  Employer to
         the  trust for each plan  year as a salary  reduction  contribution  in
         accordance  with the provisions of Section 2.1.2. In no event shall the
         salary  reduction  contribution  made to this  plan with  respect  to a
         participant for any taxable year of the participant  exceed $10,500 (or
         such greater  amount as may be permitted  pursuant to the provisions of
         Sections  402(g)(4),  (5) and (8) of the  Code)  (the  "maximum  dollar
         limit").  In the event of an excess  elective  deferral  (determined by
         taking into account only the plan and any other plans  maintained by an
         affiliated  employer),  the  Participating  Employer  shall  notify the
         Committee  in  writing  on behalf  of the  participant  of such  excess
         elective  deferral and the amount  thereof shall be adjusted for income
         and losses  allocable  thereto and  distributed  to the  participant (a
         "corrective distribution") no later than the April 15 following the end
         of the taxable  year during  which such excess  elective  deferral  was
         made. The income or loss allocable to an excess elective deferral under
         the plan for the  participant's  taxable  year of the  excess  elective
         deferral  shall  be  determined  by  multiplying  the  income  or  loss
         allocable   to  the   participant's   salary   reduction   contribution
         (before-tax)  account for such taxable year by a fraction the numerator
         of  which is the  excess  elective  deferral  made to the plan for such
         taxable year and the  denominator  of which is equal to the sum of: (i)
         the  balance  in  the  participant's   salary  reduction   contribution
         (before-tax) account as of the beginning of such taxable year; and (ii)
         the participant's salary reduction contributions for such taxable year.
         Income or loss allocable to an excess elective deferral for the taxable
         year shall not include income or loss for the period between the end of
         the  taxable  year and the  date of the  corrective  distribution.  The
         excess  elective  deferral which  otherwise would be distributed to the
         participant shall be reduced in accordance with Treasury regulations by
         the amount of any excess  contributions  distributed  previously to the
         participant.  If the  participant is also a participant in another plan
         or  arrangement  under  which  elective  deferrals  were  made  and the
         elective  deferrals made under such other plan or arrangement  and this
         plan  in the  aggregate  exceed  the  maximum  dollar  limit  for  such
         participant's  taxable year,  then not later than March 1 following the
         close of the taxable year during which the excess elective deferral was
         made, the  participant  may notify the Committee in writing that all or
         part of the salary reduction  contribution made on his behalf under the
         plan represents an excess elective  deferral for his preceding  taxable
         year and request that his salary reduction  contribution under the plan
         be  reduced  by a  specified  amount.  The  specified  amount  shall be
         adjusted  for income and loss  allocable  thereto in the same manner as
         heretofore  provided  in  this  Section  2.1.1.  In no  event  may  the
         participant  receive  from the plan as a corrective  distribution  with
         respect to a plan year an amount in excess of such participant's salary
         reduction  contributions  under the plan for the plan year, as adjusted
         for  income  and  losses  allocable  thereto.  Distributions  of excess
         elective  deferrals to  participants  may be made  notwithstanding  any
         other  provision of the plan or Code. The amount of any excess elective
         deferral  distributed to the participant pursuant to this Section 2.1.1
         shall not be treated as an annual addition for purposes of Section 19.

                                       18
<PAGE>

                  2.1.2  Time  for  making  salary  reduction  contributions:  A
         participant's  salary  reduction  contributions  shall  be  accumulated
         through payroll  deductions and paid by the  Participating  Employer to
         the Trustee as of the  earliest  date on which such  contributions  can
         reasonably be segregated  from the general assets of the  Participating
         Employer, but in no event later than the 15th business day of the month
         following  the month in which such amounts  would  otherwise  have been
         payable to the participant in cash.

                  2.1.3  Administrative   rules   governing   salary   reduction
         contributions:

                  (i)    An election pursuant  to  Section  2.1.1  (a  "deferral
         election")  shall be made by the  participant  in accordance  with such
         rules and procedures as are adopted by the Committee from time to time.
         The  participant's  deferral  election shall become effective as of the
         beginning of the first full payroll  period  commencing on or after the
         date of receipt by the  Committee  of such  deferral  election,  unless
         otherwise provided by the Committee.  Unless modified or revoked by the
         participant,  the deferral election shall continue in effect until such
         time as he terminates  service. A new deferral election with respect to
         a participant  who terminates  service and later  reenters  service and
         becomes a  participant  shall become  effective at the beginning of the
         first  full  payroll  period  commencing  on or  after  the  date  such
         participant reenters the plan.

                  (ii)   Subject  to the  provisions  of  Section  2.1.3(v),   a
         participant  unilaterally  may modify his  deferral  election as of any
         date to increase or decrease the portion of his compensation subject to
         salary  reduction  within  the  percentage  limits set forth in Section
         2.1.1.  Any such  modification  shall be made in the manner provided by
         the Committee and shall become  effective at the beginning of the first
         full payroll  period  commencing on or after the date of receipt of the
         modified  election by the Committee  unless  otherwise  provided by the
         Committee.

                  (iii)  Subject  to  the  provisions  of  Section  2.1.3(v),  a
         participant  unilaterally may revoke his deferral  election at any time
         by  providing  notice to the  Committee  in the manner  provided by the
         Committee.  The revocation  shall become  effective at the beginning of
         the first  full  payroll  period  commencing  on or after the date such
         notification  is received by the  Committee.  A participant  may resume
         salary  reduction  contributions  at any time by making a new  deferral
         election in accordance with the provisions of Section 2.1.3(i).

                                       18
<PAGE>

                  (iv)   The Committee may amend or revoke a  deferral  election
         with a participant  at any time if the Committee  determines  that such
         amendment  or  revocation  is  necessary  to  ensure  that  the  annual
         additions  (as defined in Section 19) to the accounts of a  participant
         do not exceed the annual addition limitations (described in Section 19)
         for such  participant or that the requirements of Section 2.1.4 are met
         for such plan year.

                  (v)    Notwithstanding the provisions of this Section 2.1.3 to
         the  contrary,  a  participant  who is also a  participant  in the BB&T
         Corporation   Non-Qualified  Defined  Contribution  Plan  or  the  BB&T
         Corporation   Supplemental   Defined   Contribution   Plan  for  Highly
         Compensated  Employees  may only  amend or revoke a  deferral  election
         effective as of the first day of each plan year.

                  (vi)   The  Company shall establish a payroll deduction system
         to  assist  it in making salary reduction contributions.  The Committee
         from  time to time may adopt policies or rules  governing the manner in
         which  such  contributions  may  be  made  so  that  the  plan  may  be
         administered conveniently.

                  2.1.4    Limitations on salary reduction contributions:

                  (i)    Subject to the provisions  of  Section  2.1.4(vi),  all
         deferral elections made by highly compensated participants with respect
         to any plan year  shall be valid  only if one of the tests set forth in
         Section 2.1.4(ii) is satisfied for such plan year.

                  (ii)   For each plan  year,  the ADP for the  group of  highly
         compensated  participants  for such plan year shall bear to the ADP for
         the group of nonhighly  compensated  participants  for such plan year a
         relationship that satisfies either of the following tests:

                           (a)  The  ADP  for  the  group of highly  compensated
                  participants  is  not  more  than  the  ADP  for the  group of
                  nonhighly  compensated  participants multiplied by 1.25; or

                           (b)  The  ADP for the  group  of  highly  compensated
                  participants  is not  more  than  the  ADP for  the  group  of
                  nonhighly  compensated  participants  multiplied by 2, and the
                  excess  of  the  ADP  for  the  group  of  highly  compensated
                  participants   over  the  ADP  for  the  group  of   nonhighly
                  compensated  participants is not more than 2 percentage points
                  (or such lesser amount as the Secretary of the Treasury  shall
                  prescribe  by  regulation  to prevent the multiple use of this
                  alternative  limitation with respect to any highly compensated
                  participant).

         For purposes of applying the  provisions of this  paragraph  (ii),  the
         following provisions shall apply:

                                       19
<PAGE>


                           (1) A participant is a highly compensated participant
                  for a  particular  plan year if he meets the  definition  of a
                  highly compensated participant in effect for that plan year. A
                  participant  is a  nonhighly  compensated  participant  for  a
                  particular  plan year if he does not meet the  definition of a
                  highly compensated participant in effect for that plan year.

                           (2) Pursuant to  regulations  issued by the Secretary
                  of the  Treasury,  the  Committee  may elect to include all or
                  part of the matching contributions under the plan or any other
                  qualified  plan that it sponsors for  purposes of  calculating
                  the ADP with respect to each participant.  Notwithstanding the
                  foregoing,  matching  contributions shall be treated as salary
                  reduction contributions for purposes of calculating the ADP of
                  each participant  only if the conditions  described in Section
                  1.401(k)-1(b)(5)  of the Treasury  Regulations  are satisfied.
                  Matching  contributions  which are treated as salary reduction
                  contributions  pursuant to the provisions of this subparagraph
                  (1)  shall  not be  distributable  other  than upon one of the
                  events described in Section 5.8(a) through (f).

                           (3) If 2 or more plans of the Participating  Employer
                  or an  affiliated  employer  that  include  cash  or  deferred
                  arrangements  described  in  Section  401(k)  of the  Code are
                  aggregated  for purposes of Section  410(b) of the Code (other
                  than for purposes of the average benefit percentage test), the
                  cash or deferred  arrangements included in such plans shall be
                  treated as one  arrangement.  Notwithstanding  the  foregoing,
                  plans  may be  aggregated  in order to  satisfy  the tests set
                  forth in  Section  2.1.4(ii)  only if they  have the same plan
                  year and use the same ADP testing method.

                           (4)  If  a  highly   compensated   participant  is  a
                  participant  under 2 or more  cash  or  deferred  arrangements
                  (described in Section 401(k) of the Code) of the Participating
                  Employer or an affiliated employer,  all such cash or deferred
                  arrangements   shall  be  treated  as  one  cash  or  deferred
                  arrangement  for the  purpose  of  determining  the  ADP  with
                  respect    to    such    highly    compensated    participant.
                  Notwithstanding   the   foregoing,   the  provisions  of  this
                  subparagraph  (4) shall  not apply if the plans of which  such
                  cash or deferred arrangements are a part may not be aggregated
                  for  purposes  of Section  410(b) of the Code  (other than the
                  average benefit percentage test).

                           (5) The group of highly compensated  participants and
                  the group of nonhighly compensated  participants shall include
                  any  participant  defined  as such,  regardless  of whether he
                  elects to make a salary reduction contribution under the plan.

                                       20
<PAGE>




                           (6)  The Company shall maintain records sufficient to
                  demonstrate satisfaction of the ADP test.

                           (7)  Notwithstanding  anything to the contrary in the
                  plan,  the  determination  and  treatment of salary  reduction
                  contributions  and the ADP of any  participant  shall  satisfy
                  Section  1.401(k)-1(b)  of the Treasury  Regulations  and such
                  other  requirements  as may be  prescribed by the Secretary of
                  the Treasury.

                  (iii) If at the end of any plan year  neither of the tests set
         forth in Section  2.1.4(ii)  is  satisfied,  then within 2 1/2 calendar
         months  following the end of each plan year, but in no event later than
         the year-end  adjustment  date  following the close of such 2 1/2 month
         period (the "distribution date"), the salary reduction contribution for
         such plan year of each highly compensated  participant shall be reduced
         by his share of the excess contribution for such plan year.  Reductions
         shall be made pursuant to the steps in the following order:

                           (1) Step one: The actual  deferral  percentage of the
                  highly   compensated   participant  with  the  highest  actual
                  deferral percentage shall be reduced by the amount required to
                  cause the highly  compensated  participant's  actual  deferral
                  percentage  to equal the  actual  deferral  percentage  of the
                  highly  compensated  participant  with the next highest actual
                  deferral percentage.  This process shall be repeated until the
                  plan   satisfies  one  of  the  tests  set  forth  in  Section
                  2.1.4(ii).  The dollar amount of each  reduction made pursuant
                  to  this  step  one  shall  be  determined   for  each  highly
                  compensated participant.  Such amount shall not be distributed
                  to the affected highly  compensated  participant,  but instead
                  shall be used in steps two and three below.

                           (2) Step two:  The  dollar  amount  of the  reduction
                  determined   for  each  highly   compensated   participant  in
                  accordance  with  step one  above  shall be  aggregated.  Such
                  amount shall be allocated in accordance with step three below.

                           (3) Step three: The salary reduction contributions of
                  the highly  compensated  participant  with the highest  dollar
                  amount of salary reduction  contributions  shall be reduced by
                  the  amount   required  to  cause  that   highly   compensated
                  participant's  salary  reduction  contributions  to equal  the
                  dollar  amount of the salary  reduction  contributions  of the
                  highly  compensated  participant  with the next highest dollar
                  amount of salary reduction  contributions.  This process shall
                  be  repeated  until  the  total  amount  of  salary  reduction
                  contributions  so reduced  equals the aggregate  dollar amount
                  determined in step two above.


                                       21
<PAGE>



         All salary reduction contributions so reduced,  adjusted for income and
         losses allocable thereto,  shall be designated by the Company as excess
         contributions  and  distributed  to the  participant  no later than the
         distribution  date. The income or loss  allocable to the  participant's
         share  of the  excess  contribution  for the plan  year of such  excess
         contribution  shall be  determined  by  multiplying  the  amount of the
         income  or  loss  allocable  to  the  participant's   salary  reduction
         contributions  (and  any  matching   contributions  treated  as  salary
         reduction contributions) for such plan year by a fraction the numerator
         of which is the excess  contribution  on behalf of the  participant for
         such plan year,  and the  denominator  of which is equal to the sum of:
         (i)  the  balance  in his  account  attributable  to  salary  reduction
         contributions  (and  any  matching   contributions  treated  as  salary
         reduction  contributions)  as of the  beginning of such plan year;  and
         (ii) the  participant's  salary reduction  contributions  for such plan
         year  (and any  matching  contributions  treated  as  salary  reduction
         contributions).  Income or loss allocable to the participant's share of
         the excess contribution shall not include income or loss for the period
         between  the end of the plan  year and the  date of  distribution.  The
         excess   contribution  that  otherwise  would  be  distributed  to  the
         participant shall be reduced in accordance with Treasury Regulations by
         the amount of any excess elective deferrals  previously  distributed to
         the participant. The amount of any excess contribution shall be treated
         as an annual  addition  for purposes of Section 19 for the plan year in
         which  such  excess  contribution  was  made.  Distributions  of excess
         contributions  to participants  may be made  notwithstanding  any other
         provision of the plan or Code. In no event may the amount of the excess
         contributions  distributed  for a plan year with  respect to any highly
         compensated   participant   exceed  the  amount  of  salary   reduction
         contributions made in behalf of the highly compensated  participant for
         such plan year, as adjusted for income and losses allocable thereto.

                  (iv) In lieu of applying the three-step  process  described in
         Section  2.1.4(iii),  the Company may,  within 30 days after the end of
         the plan year, make a qualified  nonelective  contribution with respect
         to such plan year on behalf of nonhighly compensated participants in an
         amount determined by the Company to be sufficient to satisfy one of the
         tests  set  forth in  Section  2.1.4(ii).  Such  qualified  nonelective
         contribution   shall  be  allocated  to  the  QNEC  accounts  of  those
         participants  entitled  to share in such  contribution  pursuant to the
         provisions  of Section  2.1.5(ii).  On such  allocation,  the qualified
         nonelective   contribution  shall  be  considered  a  salary  reduction
         contribution  subject to all  provisions of the plan  regarding  salary
         reduction  contributions  other than Section 4.1. The Company shall pay
         such qualified nonelective  contribution with respect to a plan year to
         the  Trustee   within  30  days  after  the  end  of  such  plan  year.
         Notwithstanding  anything  contrary  contained  in the plan,  qualified
         nonelective   contributions   shall  be  treated  as  salary  reduction
         contributions  for purposes of the tests set forth in Section 2.1.4(ii)
         only if the  conditions  described in Section  1.401(k)-1(b)(5)  of the
         Treasury Regulations are satisfied.

                  (v) If at any time  during  a plan  year  the  Company  in its
         discretion  determines  that  neither of the tests set forth in Section
         2.1.4(ii)  will be met for such  plan  year,  then the  Company  in its
         discretion  shall  have the  unilateral  right  during the plan year to
         require prospective  reduction of the percentage of the compensation of
         highly  compensated  participants  that  may  be  subject  to  deferral
         elections for part or all of the balance of such year.


                                       22
<PAGE>

                  (vi) Notwithstanding anything to the contrary in the plan, for
         purposes of  applying  the tests set forth in Section  2.1.4,  the plan
         shall be  treated  as  comprising  two plans,  one which  benefits  the
         eligible  employees  who have not yet attained  age 21 and  completed a
         year of service  ("testing  plan A") and one which  benefits  all other
         eligible   employees  in  accordance  with  Section  1.410(b)-6  (b)(3)
         ("testing  plan  B").  Testing  plan  B  is  intended  to  satisfy  the
         nondiscrimination requirements set forth in Section 2.1.4 by compliance
         with the safe harbor  methods  described in Section  401(k)(12)  of the
         Code (the "401(k) safe harbor").  Notwithstanding the foregoing, if for
         any plan year  testing  plan B does not  comply  with the  401(k)  safe
         harbor,  the  salary  reduction  contributions  made on  behalf  of the
         participants  in  testing  plan B shall  satisfy  the  requirements  of
         Section  2.1.4.  Testing  plan A is not  intended to satisfy the 401(k)
         safe harbor.  Consequently,  with respect to each plan year, the salary
         reduction  contributions  made on behalf of the participants in testing
         plan A shall satisfy the requirements of Section 2.1.4.

                  2.1.5 Allocation to salary reduction contribution (before-tax)
accounts:

                  (i)   Salary reduction contributions made by the Participating
         Employer  shall  be  allocated  to the  salary  reduction  contribution
         (before-tax) account of a participant as of the last day of the payroll
         period  for which  such  contribution  is made.  The  salary  reduction
         contribution   (before-tax)   account  of  each  participant  shall  be
         accounted for separately  from the  participant's  other accounts under
         the plan.

                  (ii)   If the Company elects to make a  qualified  nonelective
         contribution with respect to any plan year, such contribution  shall be
         allocated to the QNEC account of each nonhighly compensated participant
         with respect to whom a salary  reduction  contribution  was made to the
         trust for such plan year.  Such  allocation  shall be in the proportion
         that  each  such   participant's   compensation   bears  to  the  total
         compensation   of  all   such   participants.   Qualified   nonelective
         contributions   made  for  a  plan  year  shall  be   allocated   to  a
         participant's  QNEC account as of the adjustment date the  contribution
         is received in the trust by the Trustee.

                  2.2    Matching Contributions:

                  2.2.1 Amount and  allocation  of matching  contributions:  For
         each payroll  period  during a plan year,  the  Participating  Employer
         shall make a  contribution  to the plan on behalf of each  participant.
         The matching  contribution  for each payroll period shall equal the sum
         of:

                                       23
<PAGE>

                           (i) 100 percent of the amount of the salary reduction
                  contribution  made on behalf of such  participant  during such
                  payroll  period  up to 4  percent  of  his  compensation  with
                  respect  to  such   payroll   period  (the   "basic   matching
                  contribution").   The   amount   of   the   salary   reduction
                  contribution  made on behalf of the  participant  during  such
                  payroll  period in excess of 4 percent shall be disregarded in
                  determining  the amount of the  participant's  basic  matching
                  contribution.

                           (ii)  100   percent  of  the  amount  of  the  salary
                  reduction  contribution  made on  behalf  of such  participant
                  during such  payroll  period in excess of 4 percent but not in
                  excess of 6 percent of his  compensation  with respect to such
                  payroll period (the "supplemental matching contribution"). The
                  amount of the salary reduction  contribution made on behalf of
                  the  participant  during  such  payroll  period in excess of 6
                  percent shall be disregarded in determining  the amount of the
                  participant's supplemental matching contribution.

         The basic matching  contribution  made with respect to each participant
         shall be allocated to his Employer basic matching contribution account.
         The  supplemental  matching  contribution  made  with  respect  to each
         participant  shall be allocated to his Employer  supplemental  matching
         contribution  account.  Matching  contributions  shall  be  paid by the
         Participating  Employer  to the  Trustee  as soon  as  administratively
         feasible  following  the  end of the  payroll  period  for  which  such
         contributions  are being made,  but in no event later than the last day
         of the next following calendar quarter.

                  2.2.2  Limitations on matching  contributions:  Subject to the
         provisions of Section 2.2.6, the following  provisions shall apply with
         respect to matching contributions under the plan:

                           (A) Contribution percentage limitation: For each plan
                  year the  contribution  percentage  for the  group  of  highly
                  compensated  participants for such plan year shall bear to the
                  contribution percentage for the group of nonhighly compensated
                  participants for such plan year a relationship  that satisfies
                  either of the following tests:

                                    (i)  The  contribution  percentage  for  the
                           group of highly compensated  participants is not more
                           than the  contribution  percentage  for the  group of
                           nonhighly  compensated   participants  multiplied  by
                           1.25; or

                                    (ii)  The  contribution  percentage  for the
                           group of highly compensated  participants is not more
                           than the  contribution  percentage  for the  group of
                           nonhighly compensated  participants  multiplied by 2,
                           and the excess of the contribution percentage for the
                           group of  highly  compensated  participants  over the


                                       24


<PAGE>

                           contribution  percentage  for the group of  nonhighly
                           compensated   participants   is  not   more   than  2
                           percentage  points  (or  such  lesser  amount  as the
                           Secretary   of  the  Treasury   shall   prescribe  by
                           regulations  to  prevent  the  multiple  use of  this
                           alternative  limitation  with  respect  to any highly
                           compensated participant).

                           (B) For purposes of applying the  provisions  of this
                  Section 2.2.2, the following provisions shall apply:

                                    (i) A  participant  is a highly  compensated
                           participant  for a  particular  plan year if he meets
                           the definition of a highly compensated participant in
                           effect  for  that  plan  year.  A  participant  is  a
                           nonhighly  compensated  participant  for a particular
                           plan  year if he does not meet  the  definition  of a
                           highly  compensated  participant  in effect  for that
                           plan year.

                                    (ii) Pursuant to  regulations  issued by the
                           Secretary of the Treasury, the Committee may elect to
                           take into account  elective  deferrals under the plan
                           or any  other  qualified  plan  of the  Participating
                           Employer for purposes of computing  the  contribution
                           percentages.

                                    (iii)   If   2  or   more   plans   of   the
                           Participating  Employer or an affiliated employer are
                           aggregated  for  purposes  of Sections  401(a)(4)  or
                           410(b) of the Code  (other  than for  purposes of the
                           average benefit  percentage  test),  the contribution
                           percentage of each  participant  under the plan shall
                           be  determined  as if all  such  plans  were a single
                           plan.  Notwithstanding  the  foregoing,  plans may be
                           aggregated in order to satisfy the tests set forth in
                           Section 2.2.2(A) only if they have the same plan year
                           and  use the  same  contribution  percentage  testing
                           method.

                                    (iv) If a highly compensated  participant is
                           a participant in 2 or more plans described in Section
                           401(a) of the Code or cash or  deferred  arrangements
                           described in Section 401(k) of the Code maintained by
                           the Participating  Employer or an affiliated employer
                           to  which   matching   contributions,   nondeductible
                           voluntary  contributions  or elective  deferrals  are
                           made   on   behalf   of   such   highly   compensated
                           participant, all such plans and arrangements shall be

                                       25
<PAGE>

                           treated  as  a  single   plan  for  the   purpose  of
                           determining  the  contribution   percentage  of  such
                           highly compensated  participant.  Notwithstanding the
                           foregoing,  the provisions of this  subparagraph (iv)
                           shall not  apply if the  plans may not be  aggregated
                           for purposes of Section 410(b) of the Code.

                                    (v)  The  determination  of who is a  highly
                           compensated  participant  or a nonhighly  compensated
                           participant   shall   include  any  employee  who  is
                           eligible to receive matching contributions or, if the
                           Committee takes elective deferrals into account, make
                           elective deferrals.

                                    (vi)  The  Company  shall  maintain  records
                           sufficient to demonstrate  satisfaction  of the tests
                           set  forth in  Section  2.2.2(A)  and the  amount  of
                           elective deferrals, if any, used in such tests.

                                    (vii)   Notwithstanding   anything   to  the
                           contrary in the plan, the determination and treatment
                           of  matching   contributions   and  the  contribution
                           percentage of any  participant  shall satisfy Section
                           1.401(m)-1(b)  of the Treasury  Regulations  and such
                           other  requirements  as  may  be  prescribed  by  the
                           Secretary of the Treasury.

                  2.2.3 Correction of excess matching  contributions:  If at the
         end of any plan  year,  neither  of the  tests  set  forth  in  Section
         2.2.2(A)  is  satisfied,   the  Committee  shall  adjust  the  matching
         contributions  of the  highly  compensated  participants  within  2 1/2
         calendar  months  following the end of each plan year,  but in no event
         later than the year-end  adjustment  date following the close of such 2
         1/2 month period (the "distribution  date"). The matching  contribution
         of each highly compensated participant shall be reduced by his share of
         the excess aggregate contributions for such plan year. Reductions shall
         be made pursuant to the following procedure:

                           (1) Step  one:  The  contribution  percentage  of the
                  highly compensated  participant with the highest  contribution
                  percentage  shall be reduced by the amount  required  to cause
                  the highly compensated  participant's  contribution percentage
                  to equal the contribution percentage of the highly compensated
                  participant  with the next  highest  contribution  percentage.
                  This process shall be repeated until the plan satisfies one of
                  the tests set forth in Section 2.2.2(A).  The dollar amount of
                  each  reduction  made  pursuant  to this  step  one  shall  be
                  determined  for  each  highly  compensated  participant.  Such
                  amount  shall  not  be  distributed  to  the  affected  highly
                  compensated  participant,  but instead  shall be used in steps
                  two and three below.

                                       27
<PAGE>

                           (2) Step two:  The  dollar  amount  of the  reduction
                  determined   for  each  highly   compensated   participant  in
                  accordance  with  step one  above  shall be  aggregated.  Such
                  amount shall be allocated in accordance with step three below.

                           (3) Step three:  The  matching  contributions  of the
                  highly compensated  participant with the highest dollar amount
                  of  matching  contributions  shall be  reduced  by the  amount
                  required  to  cause  that  highly  compensated   participant's
                  matching  contributions  to equal  the  dollar  amount  of the
                  matching  contributions of the highly compensated  participant
                  with the next highest dollar amount of matching contributions.
                  This  process  shall be  repeated  until the  total  amount of
                  matching  contributions so reduced equals the aggregate dollar
                  amount determined in step two above.

         All matching  contributions so reduced,  adjusted for income and losses
         allocable thereto, shall be designated by the Participating Employer as
         excess  aggregate  contributions  and distributed to the participant no
         later than the  distribution  date. The income or loss allocable to the
         participant's share of the excess aggregate  contributions for the plan
         year of such excess  aggregate  contributions  shall be  determined  by
         multiplying  the  amount  of  the  income  or  loss  allocable  to  the
         participant's matching contributions and any elective deferrals treated
         as  matching  contributions  for  such  plan  year  by a  fraction  the
         numerator  of  which  is  the  excess  aggregate  contributions  of the
         participant  for such plan year, and the  denominator of which is equal
         to  the  sum  of:  (i)  the  balance  in  the   participant's   account
         attributable  to  matching  contributions  and any  elective  deferrals
         treated as  matching  contributions  as of the  beginning  of such plan
         year; and (ii) the matching  contributions  and any elective  deferrals
         treated  as  matching  contributions  which  were made on behalf of the
         participant  for such plan year.  The income or loss  allocable  to the
         participant's share of the excess aggregate  contributions for the plan
         year shall not include income or loss for the period between the end of
         the  plan  year  and  the  date  of   distribution.   Distributions  to
         participants   of   excess   aggregate   contributions   may  be   made
         notwithstanding  any other provision of the plan or Code. The amount of
         any  excess  aggregate  contribution  shall  be  treated  as an  annual
         addition  for  purposes  of  Section 19 for the plan year in which such
         excess aggregate contribution was made.

                  2.2.4  Forfeiture of matching  contributions:  Notwithstanding
         anything to the contrary in the plan, if all or part of a participant's
         salary reduction contribution is treated as an excess contribution,  an
         excess  elective  deferral  or an excess  aggregate  contribution,  the
         matching  contribution  made  with  respect  to such  salary  reduction
         contribution,  adjusted for income and losses  allocable  thereto,  and
         which is not distributed in order to enable the plan to comply with one
         of the tests set forth in Section  2.2.2(A)  shall be  forfeited by the
         participant  within 2 1/2 calendar months following the end of the plan
         year for  which the  matching  contribution  was made (the  "forfeiture


                                       27
<PAGE>

         date").  The  income  or  loss  allocable  to  the  forfeited  matching
         contribution for the plan year of such matching  contribution  shall be
         determined by multiplying the amount of the income or loss allocable to
         the  participant's  matching  contributions  for  such  plan  year by a
         fraction, the numerator of which is the forfeited matching contribution
         for such plan year,  and the  denominator  of which is equal to the sum
         of:  (i) the  balance  in the  participant's  account  attributable  to
         matching  contributions as of the beginning of such plan year; and (ii)
         the matching  contributions  made on behalf of the participant for such
         plan  year.  Income  or  loss  allocable  to  the  forfeited   matching
         contribution  shall not include  income or loss for the period  between
         the end of the  plan  year  and the  forfeiture  date.  Forfeitures  of
         matching  contributions  (including income or losses allocable thereto)
         shall   reduce  the  amount  of   matching   contributions   which  the
         Participating  Employer  otherwise  is  obligated  to make  pursuant to
         Section 2.2, if any.

                  2.2.5  Multiple  use:  If  multiple  use  of  the  alternative
         limitation  (as  defined in  Treasury  Regulation  Section  1.401(m)-2)
         exists with respect to any plan year,  the  Committee  shall reduce the
         contribution  percentage  of each  highly  compensated  participant  by
         applying the three-step process described in Section 2.2.3 of the plan.

                  2.2.6 Nondiscrimination  testing:  Notwithstanding anything to
         the contrary in the plan,  for purposes of applying the tests set forth
         in Section  2.2.2,  the plan shall be  comprised  of testing plan A (as
         defined in Section 2.1.4(vi)) and testing plan B (as defined in Section
         2.1.4(vi)). Testing plan B is intended to satisfy the nondiscrimination
         requirements  set forth in Section  2.2.2 by  compliance  with the safe
         harbor methods described in Section 401(m)(11) of the Code (the "401(m)
         safe harbor").  Notwithstanding the foregoing, if for any plan year the
         plan  does not  comply  with  the  401(m)  safe  harbor,  the  matching
         contributions  made on behalf of the  participants  in  testing  plan B
         shall  satisfy the  requirements  of Section  2.2.2.  Testing plan A is
         deemed to satisfy the requirements of Section 2.2.2 since  participants
         in testing plan A are not eligible to receive matching contributions.

                  2.3    Discretionary  Supplemental Employer Contributions:  In
addition  to the  contributions  provided  for  in  Section  2.1  and  2.2,  the
Participating  Employer may from time to time make a  supplemental  contribution
(the  "supplemental  employer  contribution")  on behalf of each participant who
becomes an eligible employee as a result of a corporate  transaction (as defined
in this Section 2.3) involving the  Participating  Employer and is designated by
the Committee to receive a supplemental  employer  contribution.  The purpose of
the supplemental  employer  contribution is to make up for all or any portion of
the contribution the participant would have received under his former employer's
tax-qualified  defined  contribution  plan  had the  corporate  transaction  not
occurred during the applicable plan year. The Committee shall determine  whether

                                       28
<PAGE>


a supplemental employer contribution shall be made by the Participating Employer
pursuant to the provisions of this Section 2.3 and the amount thereof, and shall
designate  the  participants   eligible  to  receive  such   contribution.   The
supplemental  employer  contribution for a plan year, if any, shall be allocated
among the eligible  participants in the same proportion that the compensation of
each such participant bears to the compensation of all eligible participants for
such plan year. For purposes of this Section 2.3, a corporate  transaction means
any corporate  transaction  resulting in an individual's  transfer of employment
from an  unrelated  entity  to the  Participating  Employer,  including  without
limitation,  a corporate merger or  consolidation  and a sale of the assets of a
trade or business.  Supplemental employer contributions shall be credited to the
eligible participants' Employer profit sharing contribution accounts.

                  2.4    General Limitations: In no event shall a  Participating
Employer  contribute  an  amount  (including  salary  reduction   contributions,
matching  contributions,   supplemental  employer  contributions  and  qualified
nonelective  contributions) for any limitation year (as defined in Section 19.4)
which would cause the annual addition  limitations in Section 19 to be exceeded.
Each  contribution to the plan by a Participating  Employer shall be conditioned
on being  deductible  under  Section 404 of the Code for the plan year for which
such  contribution  is made.  The  initial  contribution  to the  plan  shall be
conditioned on the plan being qualified under Section 401(a) of the Code.

                  Section 3.     Vesting:
                  ---------      -------

                  3.1    General:  Except  as otherwise provided in this Section
3.1,  the interest  of a participant in his account shall be fully vested at all
times. Notwithstanding the foregoing, a participant who  engages  in  misconduct
including, but not limited to, embezzlement, larceny, theft, and other dishonest
acts, or who engages in direct competition with a Participating  Employer or any
other affiliated  employer while a participant shall forfeit his interest in his
Employer  supplemental  matching  contribution  account and his ESOP account, if
any, if he  terminates  service prior to the earlier of attainment of his normal
retirement age or completion of 5 or more years of service. For purposes of this
Section 3.1, all years of service of an employee shall be taken into account.

                                       29
<PAGE>

                  3.2    Forfeitures: The amounts  forfeited pursuant to Section
3.1 shall be combined  with  the  amounts  forfeited  by  all other participants
during such plan year. The  aggregate  of  such  forfeitures shall be applied as
follows:
                  (i)    First,   to   restore   amounts   previously  forfeited
         from accounts in accordance with Section 5.4.1; and

                  (ii)   Second, to reduce the amount of matching  contributions
         which  the  Participating  Employer  is  otherwise  obligated  to  make
         pursuant to Section 2.2.

                  3.3    Change in Vesting Schedule: If an amendment to the plan
directly or  indirectly  affects the  determination  of a  participant's  vested
percentage,  or the plan is deemed amended by an automatic change to or from the
top-heavy  vesting schedule in Section 18.2.2,  each participant in service with
at least 3 years of service may irrevocably  elect to have his vested percentage
determined  without  regard to such  amendment.  The  participant  may make such
election  during the period  beginning on the date such amendment is adopted and
ending  on the  date  that is 60 days  after  the  latest  of the  date (a) such
amendment is adopted;  (b) such  amendment is  effective;  or (c) the  Committee
advises the participant in writing of such amendment.

                  3.4    Predecessor  Plan:   In   no  event  shall  the  vested
percentage of the accrued benefit of a participant on the effective date who was
a  participant in the predecessor plan immediately preceding such effective date
be less than the vested percentage of his accrued benefit under the  predecessor
plan had such plan continued in effect  through the date such vested  percentage
is determined.

                                       30
<PAGE>

                  Section 4.  Pretermination Distributions; Loans:
                  ---------   -----------------------------------

                  4.1    Hardship Distributions:  A  participant  in service may
file a  written  request  with the Committee for a distribution  from his salary
reduction  contribution  (before-tax)  account  and  his Employer basic matching
contribution account due to hardship.  A  distribution  will  be  on  account of
hardship only if the distribution  is  on account  of  an  immediate  and  heavy
financial need of the participant  and  is necessary  to satisfy such  financial
need. The request must  specify  the  nature  of the hardship,  the total amount
requested, and the total amount of the actual expense incurred or to be incurred
on  account of the hardship. The Committee,  in its discretion,  shall determine
whether a hardship constitutes an immediate and heavy  financial  need,  and the
decision of the Committee to grant  or  deny  a  hardship distribution shall  be
final;  provided,  that all participants who request such  distributions and are
similarly situated shall be  treated  alike and in a  nondiscriminatory  manner.
If the  Committee determines that a hardship exists, the Committee  shall direct
the Trustee to make a distribution  to the participant of the amount approved by
the Committee.  The  distribution  shall  be made in cash from the participant's
separate accounts which are available for a hardship distribution as provided in
this  Section 4.1.   The   amount  available  for  such  distribution   shall be
determined  as of the  adjustment  date  the  hardship  distribution  request is
actually processed by the Trustee.  In no event shall the amount available for a
hardship distribution exceed the amount in the participant's  separate  accounts
available for a hardship distribution as of such adjustment date (reduced by any
previous hardship  distribution  not  reflected  as  of such  adjustment  date),
excluding  income  credited  to   such   accounts   after   December  31,  1988.
Notwithstanding  the  foregoing,  with  respect  to  a  participant  who  was  a
participant  in the United  Carolina  Bancshares Corporation Dollar Plus Savings
Plan on June 30, 1997, in no  event  shall  the  amount available for a hardship
distribution exceed the amount in such participant's separate accounts available
for a hardship distribution as of such adjustment date  (reduced by any previous
hardship distribution not reflected as of such adjustment  date),  excluding all
income  credited  to  such  accounts.  The circumstances giving rise to hardship
shall be limited to:

                                       31
<PAGE>

                  (i)   Expenses for medical care described in Section 213(d) of
         the Code  previously  incurred by the  participant,  the  participant's
         spouse,  or any dependent of the participant (as defined in Section 152
         of the Code),  or expenses  necessary  for such  persons to obtain such
         medical care;

                  (ii)  Costs  directly   related  to  the  purchase  (excluding
         mortgage  payments) of a principal residence of the participant;

                  (iii) Payment of tuition,  related  educational  fees and room
         and board expenses, for the next 12 months of post-secondary  education
         for the participant,  the participant's  spouse or any dependent of the
         participant; or

                  (iv)   The need to  prevent  eviction  of the participant from
         his principal residence, or   foreclosure   on  the   mortgage  of  the
         participant's principal residence.

A  hardship  distribution  shall  not be made in  excess  of the  amount  of the
immediate  and  heavy  financial  need of the  participant.  The  amount  of the
immediate and heavy  financial need of the  participant  may include any amounts
necessary  to pay  any  federal,  state  or  local  income  taxes  or  penalties
reasonably  anticipated to result from the receipt of the hardship distribution.
The following special provisions shall apply to all hardship distributions:

                  (a)  No  hardship   distribution   shall  be  made  until  the
         participant  has obtained all  distributions  and all nontaxable  loans
         currently  available under all  tax-qualified  retirement  plans of the
         Participating Employer and its affiliated employers, including, without
         limitation,  distributions  pursuant to Sections  4.2 and 4.3 and loans
         pursuant to Section 4.4;

                  (b)  Except  as  otherwise   provided  in  Regulation  Section
         1.401(k)-1(d)(2)(iv)(B)(4),  the participant's elective deferrals under
         all of the qualified and  nonqualified  plans of deferred  compensation
         maintained by the Participating  Employer and its affiliated employers,
         shall be suspended for a period of 12 months  following  receipt of the
         hardship distribution; and

                  (c) The  participant  may not make  elective  deferrals to any
         tax-qualified  plans  of  deferred   compensation   maintained  by  the
         Participating  Employer and its  affiliated  employers  for his 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,  reduced  by the  amount of his
         elective deferrals for the taxable year of the hardship distribution.

                                       32
<PAGE>

Any  distribution  made pursuant to this Section 4.1 shall be withdrawn from the
participant's  separate  accounts  described  below  in the  following  order of
priority:

                  (i)    salary reduction contribution (before-tax) account; and

                  (ii)   Employer basic matching contribution account.

With  respect  to each  such  account,  the  amount of the  withdrawal  shall be
withdrawn by the Trustee  from the  participant's  fund  accounts (as defined in
Section  7.1.1) with respect to such account on a pro rata basis.  The Committee
from time to time may adopt additional policies or rules governing the manner in
which  hardship  distributions  are made so that the  plan may  conveniently  be
administered.

                  4.2    Distributions  After  Age  59:   In   accordance   with
procedures  adopted  by the Committee, a participant who has attained age 59 1/2
may withdraw all or any portion of his account. The balance in the participant's
account available  for withdrawal pursuant to the provisions of this Section 4.2
shall be determined as of the date the withdrawal request is actually  processed
by  the  Trustee.  Any  withdrawal  made  pursuant  to this Section 4.2 shall be
withdrawn  by  the Trustee from the  participant's  fund accounts (as defined in
Section 7.1.1) with respect to such account on a pro rata basis.

                  4.3    Distributions Prior to Age  59:  In   accordance   with
procedures adopted by the Committee,  a participant who has not yet attained age
59 1/2 may withdraw all or any portion of his voluntary contribution (after-tax)
account, if any, his Employer  supplemental  matching  contribution account, his
Employer profit sharing contribution  account, if any, his ESOP account, if any,
his prior plan  account,  if any, and his  rollover  account,  if any.  Only two
withdrawals  may be made by a  participant  pursuant to the  provisions  of this
Section  4.3 during each plan year.  Notwithstanding  the  foregoing,  no amount
shall be withdrawn from the Employer supplemental matching contribution account,

                                       33
<PAGE>


the prior plan account  (excluding for this purpose any amount  attributable  to
after-tax  employee  contributions),  his Employer  profit sharing  contribution
account or the ESOP account unless the participant has been a participant in the
plan (including for this purpose his  participation in the predecessor plan) for
at least 60  months or  unless  the  amounts  being  withdrawn  have been in the
participant's  account  (including  for  this  purpose  his  account  under  the
predecessor  plan) for at least 24  months.  The  balance  in the  participant's
account available for withdrawal  pursuant to the provisions of this Section 4.3
shall be determined as of the date the withdrawal  request is actually processed
by the  Trustee.  Any  withdrawal  made  pursuant  to this  Section 4.3 shall be
withdrawn  by the Trustee from the  participant's  separate  accounts  described
below in the following order of priority:

                  (i)      voluntary contribution (after-tax) account;

                  (ii)     the portion of the  participant's  prior plan account
                           attributable to  after-tax employee contributions and
                           earnings thereon;

                  (iii)    the remaining portion of the participant's prior plan
                           account;

                  (iv)     Employer profit sharing contribution account;

                  (v)      Employer supplemental matching contribution account;

                  (vi)     rollover account; and

                  (vii)    ESOP account.

With  respect  to each  such  account,  the  amount of the  withdrawal  shall be
withdrawn by the Trustee  from the  participant's  fund  accounts (as defined in
Section 7.1.1) with respect to such account on a pro rata basis.

                  4.4    Loans: The Committee, in accordance  with its  uniform,
nondiscriminatory  policy, shall direct the Trustee to permit any participant in
service or a participant or beneficiary who is a party-in-interest as defined in

                                       34
<PAGE>

Section  3(14) of ERISA (the  "borrower"),  to borrow  from his  vested  account
(excluding for this purpose his ESOP account, if any, and his PAYSOP account, if
any), subject to the following requirements:

                  4.4.1  Loans shall be withdrawn  from the  participant's  fund
         accounts (as defined in Section 7.1.1) on a pro rata basis. Loans shall
         be available to all borrowers on a reasonably  equivalent basis.  Loans
         shall not be available to highly compensated  participants in an amount
         greater than to nonhighly compensated  participants.  In no event shall
         the principal amount of the loan be less than $1,000. A participant may
         have only one loan  outstanding  at any time and only one loan  request
         may be submitted  in a plan year.  In no event shall a  participant  be
         entitled  to  borrow  from  his ESOP  account,  if any,  or his  PAYSOP
         account, if any.  Notwithstanding  the foregoing,  if a participant who
         was a participant  in a predecessor  plan that is merged into this plan
         has more than one loan outstanding under the predecessor plan as of the
         date of such plan merger,  such loans shall remain  outstanding  and be
         payable in accordance with their terms.

                  4.4.2  The  Trustee  shall  provide  to each  borrower  who is
         approved  for a loan a statement  of the  charges  involved in the loan
         transaction,  including  the amount  financed  and the annual  interest
         rate. The borrower  shall execute any documents as the Committee  deems
         necessary or advisable to  consummate  the loan and provide  reasonable
         safeguards.

                  4.4.3  The principal  amount  of any loan made to a  borrower,
         when added to the outstanding balance of all loans from the plan, shall
         not exceed the lesser of:

                           (i)  $50,000,  reduced  by the  excess  of:  (a)  the
                  highest  outstanding balance of loans from the plan during the
                  one-year period ending on the day before the date such loan is
                  made, over (b) the outstanding  balance of loans from the plan
                  on the date such loan is made; or

                           (ii)  One-half of the vested  accrued  benefit of the
                  borrower. The vested accrued benefit shall be determined as of
                  the  adjustment  date the loan is  actually  processed  by the
                  Trustee.

         For the purpose of this limitation,  the principal amounts of all loans
         from all plans of the Participating  Employer and affiliated  employers
         shall be aggregated.

                  4.4.4 Each loan shall  require that  payment of principal  and
         interest shall be amortized in level payments over a period of not less
         than 12 months nor more than 60 months from the date of the loan.  Each
         Participating Employer shall establish a procedure for withholding from
         the regular  payroll checks of a participant  the amounts  necessary to
         satisfy  the  repayment  obligation  under the  note.  All  amounts  so
         withheld shall be transferred immediately to the Trustee.

                                       35
<PAGE>

                  4.4.5  Each  loan  shall be  secured  by a pledge  of up to 50
         percent of the vested accrued benefit of the borrower, as determined on
         the date of such loan.

                  4.4.6  A  loan  shall  bear  a  reasonable  rate  of  interest
         determined  as of the date of  origination  of the  loan in the  manner
         established by the Committee. The principal amount of the loan shall be
         an investment allocated solely to the account of the borrower,  and the
         interest paid thereon  shall be allocated  solely to the account of the
         borrower.

                  4.4.7  In addition to the provisions of this Section 4.4, each
         loan  shall be  subject  to and made in  accordance  with the Plan Loan
         Rules attached hereto as Exhibit C.

                  4.5    Termination of Service Prior To  Distribution  :  If  a
participant's  termination  of  service  occurs  after a request  for a hardship
distribution,  withdrawal or loan is approved in accordance  with the provisions
of this Section 4 but prior to  distribution,  such approval  shall be void, and
the vested accrued benefit of such participant  shall be payable hereunder as if
such approval had not been made.

                  Section 5.    Termination Distributions:
                  ---------     -------------------------

                  5.1    Distributions on Account of Retirement or Disability:

                  5.1.1  Distributions  to  participants:  As  of the adjustment
         date coincident with or  next following  the date a participant retires
         or terminates service on account  of  disability,  his  vested  accrued
         benefit, determined as of such adjustment date, shall be paid to him or
         applied for his benefit under one of the following options,  as elected
         by the participant:

                           (a)  Term  certain:  Payment  to him  of  his  vested
                  accrued benefit in  approximately  equal monthly  installments
                  over a whole  number of years,  as elected by the  participant
                  (the  "term"),  not  exceeding  the  life  expectancy  of  the
                  participant  or the joint life  expectancy of the  participant
                  and his  beneficiary;  provided that in no event shall monthly
                  installments  be less than $100 per month.  If the participant
                  dies before expiration of the term, payments shall continue to
                  his beneficiary for the remainder of the term.

                           (b)  Lump sum:  Payment  to him of his vested accrued
                  benefit in a single lump sum payment.

                                       36
<PAGE>

                           (c)  Combination  of   term  certain  and  lump  sum:
                  Payment  to  him  of  his  vested  accrued  benefit   in   any
                  combination of the forms  of  payment described in (a) and (b)
                  above.

                           (d)  Direct  rollover:   Payment   to   an   eligible
                  retirement plan as provided in Section 15.

         Such  election  must be made in writing and filed with the Committee on
         or before the  adjustment  date as of which  payment is to commence and
         shall be irrevocable on or after such adjustment date. If a participant
         fails to elect one of the foregoing options, his vested accrued benefit
         shall be paid to him under Section 5.1.1(b).

                  5.1.2    Applicable   provisions:  The  following   provisions
         shall apply for purposes of this Section 5.1:

                           (a)  Deferral:  Subject to the  provisions of Section
                  5.1.2(b),  a  participant's  benefit  shall remain in the plan
                  until the participant  elects to receive a distribution of his
                  benefit in  accordance  with the  provisions of this Section 5
                  and procedures adopted by the Committee.

                           (b) Required  distribution:  A participant's  benefit
                  must be  distributed  or begin to be distributed no later than
                  the  participant's  required  beginning  date (as  defined  in
                  Section 5.3.3(f)).

                           (c)  Required  minimum  distribution:  If  all or any
                  portion of a  participant's  benefit is to be  distributed  in
                  installments,  the total amount of the  distributions for each
                  calendar  year  must be equal to or  greater  than the  amount
                  obtained by dividing the participant's  benefit (as defined in
                  Section  5.3.3(e))  by the lesser of (i) the  applicable  life
                  expectancy  (as defined in Section  5.3.3(a)),  or (ii) if the
                  participant's  spouse is not the  designated  beneficiary  (as
                  defined  in  Section   5.3.3(b)),   the   applicable   divisor
                  determined  from the table set forth in Section  1.401(a)(9)-2
                  Q&A   4   of   the   Treasury    Regulations   (the   "minimum
                  distribution").   Distributions   after   the   death  of  the
                  participant shall be made using the applicable life expectancy
                  without  regard  to  Section  1.401(a)(9)-2  of  the  Treasury
                  Regulations.   The  minimum  distribution   required  for  the
                  participant's first distribution  calendar year (as defined in
                  Section  5.3.3(c)) must be made on or before the participant's
                  required  beginning date. The minimum  distributions for other
                  calendar  years,  including the minimum  distribution  for the
                  distribution calendar year in which the participant's required
                  beginning date occurs,  must be made on or before  December 31
                  of each such distribution calendar year.

                           (d) Form of distribution: Distributions from the plan
                  shall be made in cash.  Notwithstanding  the  foregoing,  if a
                  portion of a participant's  vested accrued benefit is invested
                  in Company stock, such participant may direct the Committee to
                  distribute  such  portion of his accrued  benefit in shares of
                  Company stock.

                                       37
<PAGE>

                           (e)  Distributions   following  return   to  service:
                  Notwithstanding the foregoing  provisions of this Section 5.1,
                  if a  participant  receiving  benefit  payments  from the plan
                  reenters  service prior to his normal  retirement  date,  such
                  payments shall cease during the period he is in service.  When
                  he subsequently retires, dies or otherwise terminates service,
                  his then vested  accrued  benefit  shall be payable to or with
                  respect to him pursuant to the  applicable  provisions  of the
                  plan.

                           (f)  Direction  of  investment: If all or any portion
                  of the accrued benefit of a  participant  is payable to him in
                  installments,  such participant  shall continue to be eligible
                  to direct the Trustee as to the investment and reinvestment of
                  his accrued  benefit  pursuant to the provisions of Section 7.
                  His accrued  benefit shall  continue to be adjusted as of each
                  adjustment  date  pursuant  to Section 6 and the amount of the
                  installment  payments  to him  shall  be  adjusted  as of each
                  year-end adjustment date to reflect the adjusted amount of his
                  accrued benefit as of such adjustment date.

                           (g)  Predecessor  plan:   Notwithstanding  any  other
                  provision  hereof, if a participant in the predecessor plan is
                  receiving  benefits  under  the  predecessor  plan  as of  the
                  effective  date,  the  amount of the  benefit  payable to such
                  participant  and the manner and time for payment thereof shall
                  be  determined  in  accordance  with  the  provisions  of  the
                  predecessor  plan.  If a  participant  in a  predecessor  plan
                  separated  from service  prior to the  effective  date of this
                  plan and is entitled to a deferred  benefit  commencing  after
                  the  effective  date,  the  amount  of such  benefit  shall be
                  determined   in   accordance   with  the   provisions  of  the
                  predecessor  plan, and the manner and time of payment shall be
                  determined under the plan.

                           (h)  Required  consent: Subject to the  provisions of
                  Section 12.1,  any  distribution  to a  participant  who has a
                  vested  accrued  benefit which exceeds the cash-out  limit (as
                  defined  in  this   Section   5.1.2(h))   shall   require  the
                  participant's  consent  if such  distribution  is to  commence
                  prior to the  participant's  attainment  of normal  retirement
                  age. The consent  requirements of this Section  5.1.2(h) shall
                  be  deemed  satisfied  if  the  participant's  vested  accrued
                  benefit does not exceed the cash-out  limit.  If a participant
                  has begun to receive benefit  payments in installments  and at
                  least  one  installment  payment  has not yet been  made,  the
                  vested accrued  benefit of the participant is deemed to exceed
                  the cash-out limit if his vested accrued benefit  exceeded the

                                       38
<PAGE>

                  cash-out limit in effect as of the date payment of his benefit
                  first  commenced.  The  cash-out  limit in effect for dates in
                  plan years  beginning  before  January 1, 2000 is $3,500.  The
                  cash-out limit in effect for dates in plan years  beginning on
                  or after January 1, 2000 is $5,000.  Thereafter,  the cash-out
                  limit in effect on a particular  date is the amount  described
                  in Section 411(a)(11)(A) for the plan year which includes such
                  date.

                  5.2    Distributions on Account of Death: On the  death of the
participant, the following provisions shall apply:

                  5.2.1 Death after distributions begin: If the participant dies
         after  distribution of his vested accrued  benefit has begun,  payments
         shall  continue  following  his death only if his  benefit  was payable
         under an option providing for such payments,  and any remaining portion
         of his vested  accrued  benefit shall continue to be distributed to his
         beneficiary at least as rapidly as under the method of  distribution in
         effect at his death.

                  5.2.2 Death before  distributions  begin:  If the  participant
         dies before distribution of his vested accrued benefit begins,  payment
         of his vested accrued benefit to his  beneficiary  shall commence as of
         any adjustment date following the date of the  participant's  death, as
         elected by the beneficiary.  The  participant's  vested accrued benefit
         shall be payable under a method of payment  described in Section 5.1.1,
         as elected by the beneficiary. Distribution of the participant's entire
         vested  accrued  benefit must be completed no later than December 31 of
         the calendar year containing the 5th  anniversary of the  participant's
         death; provided, however, that if payment is to be made to a designated
         beneficiary  (as  defined in  Section  5.3.3(b)),  distribution  of the
         participant's   entire   vested   accrued   benefit   may  be  made  in
         substantially  equal  installments over a period not exceeding the life
         expectancy of the designated beneficiary.

                  5.3    Special  Provisions  and   Definitions:  The  following
provisions apply for purposes of this Section 5:

                  5.3.1  Small amount:  Notwithstanding  any  other provision of
         the plan, if the vested  accrued  benefit  of  a  participant  does not
         exceed the cash-out limit as of the adjustment date coincident with his
         termination  of service  for any  reason,  including  death,  then such
         benefit  shall be paid in a lump sum as soon as  practicable  following
         such  termination  of service to the person  entitled  thereto  without
         regard to any election made by the participant or beneficiary.

                  5.3.2    Designation  of  beneficiary:   The   beneficiary  or
         beneficiaries of a participant shall  be  determined in accordance with
         the following provisions:

                                       39
<PAGE>

                           (a) Surviving spouse: If the participant dies leaving
                  a surviving  spouse,  the  participant's  beneficiary shall be
                  such  spouse  unless  the   participant   designates   another
                  beneficiary  (which may include more than one person,  natural
                  or otherwise,  and one or more  contingent  beneficiaries)  by
                  filing a qualified  election with the Committee.  A "qualified
                  election"  means a beneficiary  designation by the participant
                  on a form provided the Committee, which contains a consent and
                  acknowledgment  of the effect of such consent  executed by the
                  surviving  spouse and  witnessed  by a  representative  of the
                  Committee or a notary public.  Consent of the spouse shall not
                  be  required  if the  spouse  cannot  be  located  or if other
                  circumstances  exist which excuse  obtaining the consent under
                  applicable  law or  regulations.  The qualified  election of a
                  participant  may be  revoked  at any  time  by  action  of the
                  participant alone, in which case the surviving spouse shall be
                  the beneficiary. Any other change in beneficiary shall be made
                  only by the  filing  of a  revised  qualified  election.  If a
                  beneficiary   named  in  a  qualified   election  dies  before
                  receiving any payment due him from the trust fund, the payment
                  shall be made to the contingent beneficiary,  if any, named in
                  the  qualified  election.  If  there  is  no  such  contingent
                  beneficiary,  the  payment  shall  be  made  to the  surviving
                  spouse.  If the  surviving  spouse dies before  receiving  all
                  payments due under the plan,  the remaining  payments shall be
                  made to the estate of the surviving spouse.

                           (b) Other beneficiary:  If a participant dies without
                  leaving a  surviving  spouse,  the  participant's  beneficiary
                  (which may include more than one person, natural or otherwise,
                  and  one  or  more  contingent  beneficiaries)  shall  be  the
                  beneficiary  designated by the  participant on the beneficiary
                  designation  form filed with the  Committee.  Designation of a
                  beneficiary  under this subparagraph (b) shall be revocable by
                  the participant at any time prior to death. If the participant
                  fails  to  designate  a   beneficiary,   the  benefit  of  the
                  participant  shall be payable to his estate.  If a beneficiary
                  is entitled to receive  payments  from the trust fund and dies
                  before  receiving  all  payments due him,  remaining  payments
                  shall be made to the contingent beneficiary,  if any. If there
                  is no contingent  beneficiary,  such payments shall be made to
                  the estate of the beneficiary.


                         (c)  Disclaimer:  Any beneficiary may disclaim all or
                  any part of the benefit to which such  beneficiary is entitled
                  hereunder by filing a disclaimer  with the  Committee at least
                  10 days before  payment of such benefit is to  commence.  Such
                  disclaimer shall be made in form satisfactory to the Committee
                  and shall be irrevocable  when filed.  The benefit  disclaimed
                  shall be payable  from the trust fund in the same manner as if
                  the  beneficiary  who filed the disclaimer dies on the date of
                  such filing.

                                       40
<PAGE>

                  5.3.3  Definitions:  The  following   definitions   apply  for
 purposes of this Section 5:


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

                           (b)  "Designated beneficiary" of a participant  means
                  any beneficiary who is a natural person.

                           (c)  "Distribution  calendar  year"  means a calendar
                  year for which a  distribution  is  required  to  satisfy  the
                  requirements of Section 5.1.2(c). For distributions  beginning
                  before  the  participant's   death,  the  first   distribution
                  calendar year shall be the calendar year immediately preceding
                  the  calendar  year  containing  the  participant's   required
                  beginning   date.  For   distributions   beginning  after  the
                  participant's  death,  the first  distribution  calendar  year
                  shall be the calendar year in which distributions are required
                  to begin pursuant to Section 5.2.

                           (d) "Life expectancy" means life expectancy and joint
                  and  last  survivor  life  expectancy  computed  by use of the
                  expected return multiples in Tables V and VI of Section 1.72-9
                  of the Treasury  Regulations.  Unless otherwise elected by the
                  participant, or spouse, in the case of distributions described
                  in Section 5.2.2,  by the time  distributions  are required to
                  begin,  life expectancy shall be recalculated  annually.  Such
                  election shall be irrevocable as to the participant or spouse.
                  The life  expectancy  of a  nonspouse  beneficiary  may not be
                  recalculated.

                           (e) "Participant's benefit" means his accrued benefit
                  as of  the  year-end  adjustment  date  in the  calendar  year
                  immediately  preceding  the  distribution  calendar  year (the
                  "valuation  calendar year")  increased by any  contribution or
                  forfeiture  allocated to the  participant's  account as of any
                  date  in the  valuation  calendar  year  after  such  year-end
                  adjustment date and decreased by any distribution  made in the
                  valuation  calendar year after such year-end  adjustment date.
                  Notwithstanding  the foregoing,  if any portion of the minimum


                                       41
<PAGE>

                  distribution for the first distribution  calendar year is made
                  in the  second  distribution  calendar  year on or before  the
                  required   beginning   date,   the   amount  of  the   minimum
                  distribution  made in the second  distribution  calendar  year
                  shall be  treated  as if it had been  made in the  immediately
                  preceding distribution calendar year.

                           (f)  "Required  beginning  date" means April 1 of the
                  calendar year  following the later of (A) the calendar year in
                  which the participant  attains age 70 1/2, or (B) the calendar
                  year in which the  participant  retires.  Notwithstanding  the
                  foregoing, the required beginning date of a participant who is
                  a 5 percent  owner (as  defined  in  Section  416 of the Code)
                  shall be April 1 of the calendar  year  following the calendar
                  year in which the participant attains age 70 1/2.

Notwithstanding   anything  to  the  contrary   contained   in  the  plan,   all
distributions  under this Section 5 shall be  determined  and made in accordance
with  Section  401(a)(9)  of  the  Code,   including  the  minimum  distribution
incidental  benefit  requirement  of  Section   1.401(a)(9)-2  of  the  Treasury
Regulations, which are incorporated herein by reference.

                  5.4  Distributions on Account of Other Termination of Service:
The following  provisions  shall apply if a participant  terminates  service for
reasons other than retirement, disability or death:

                  5.4.1 Election to receive benefit following  termination:  The
         participant  may elect to receive his vested accrued  benefit as of any
         adjustment  date  following the date of his  termination of service for
         any reason other than  retirement,  disability or death. The adjustment
         date as of which payment is to commence  shall be referred to herein as
         his "distribution adjustment date." The manner of distribution shall be
         determined  under  the  applicable   provisions  of  Section  5.1.  The
         participant's  election  shall be made on or  before  the  distribution
         adjustment date in accordance with procedures adopted by the Committee.
         Such election shall be disregarded if the  participant is in service on
         the distribution  adjustment date. The following provisions shall apply
         if the participant is not fully vested in his accrued benefit as of his
         distribution adjustment date:

                           (a) The amount in his  account  which  is not  vested
                  shall be forfeited pursuant to Section 3.2.

                           (b) If he  reenters  service  and repays to the trust
                  the full amount of the distribution received from the trust on
                  or before the earlier of the year-end  adjustment  date of the

                                       42
<PAGE>

                  plan  year in which he  incurs  his 5th  consecutive  break in
                  service  following  termination or the 5th  anniversary of the
                  date he reenters service, such repaid amount shall be credited
                  as of the adjustment  date  coincident  with or next following
                  such  repayment  to  the  subaccount  or  subaccounts  of  the
                  participant from which the distribution was previously made to
                  the participant.  Following such repayment,  the Trustee shall
                  credit to his subaccount or subaccounts from forfeitures taken
                  as of the  adjustment  date on or next  following  the date of
                  repayment,  the  amount  previously  forfeited  from each such
                  subaccount,  if any.  If  forfeitures  are not  sufficient  to
                  credit this amount to the  participant,  such amount  shall be
                  contributed by the Participating Employer to the Trustee on or
                  before such adjustment date.

                  5.4.2 Future distribution:  If any part of a the participant's
         vested accrued benefit is not distributed pursuant to Section 5.4.1, it
         shall be held under the plan until the earlier of his normal retirement
         date or the date of his death, whereupon it shall be paid to him or his
         beneficiary  in the same  manner  as if the  participant  were  then in
         service.  If the vested accrued benefit of a participant is held in the
         plan for future payment,  the participant shall continue to be eligible
         to direct  the  investment  and  reinvestment  of his  accrued  benefit
         pursuant to the provisions of Section 7.

                  5.4.3 Waiver of election  period:  If a distribution is one to
         which  Sections  401(a)(11)  and  417 of the  Code do not  apply,  such
         distribution  may commence  less than 30 days after the date the notice
         required under Section  1.411(a)-11(c)  of the Treasury  Regulations is
         given, provided that:

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

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

If a distribution  is made pursuant to this Section 5.4 to a participant  before
he attains age 55, the Committee shall advise him that an additional  income tax
may be  imposed in an amount  equal to 10  percent of the  portion of the amount
that is includible in his gross income for such taxable year.

                  5.5Directions : In accordance  with procedures  adopted by the
Committee,  the  Trustee  shall be  notified  of a  participant's  request for a
withdrawal or a loan, retirement,  disability,  death or termination of service.
The Trustee  shall be directed to make a  distribution  to the person or persons
entitled  thereto  from the trust at such time and in such manner as required by
the provisions of this Section 5.

                                       43
<PAGE>

                  5.6    Distributions to  Alternate   Payees:  All  rights  and
benefits,  including  elections,  provided to a participant in the plan shall be
subject to the rights  afforded  to any  "alternate  payee"  under a  "qualified
domestic relations order."  Furthermore,  a distribution to an "alternate payee"
shall be permitted if such  distribution is authorized by a "qualified  domestic
relations  order,"  even if the  affected  participant  has not  separated  from
service and has not reached the "earliest  retirement  age" under the plan.  For
purposes of this Section 5.6,  "alternate payee," "qualified  domestic relations
order" and  "earliest  retirement  age" shall have the  meaning  set forth under
Section 414(p) of the Code.

                  5.7    Valuation:   Notwithstanding  any   provision  in  this
Section 5 to the contrary, the value of a participant's  vested accrued  benefit
for  purposes  of  any  distribution  made  pursuant  to this Section 5 shall be
determined as of the adjustment date such distribution is actually  processed by
the Trustee. No additional earnings,  losses  or  expenses  shall be credited or
debited  to  the  participant's   account  following  the  adjustment  date such
distribution is actually processed by the Trustee.

                  5.8    Distributions  from  Salary   Reduction    Contribution
(before-tax)  Accounts,  Employer Basic Matching  Contribution Accounts and QNEC
Accounts : Notwithstanding  anything to the contrary contained  elsewhere in the
plan,  a  participant's  salary  reduction  contribution  (before-tax)  account,
Employer basic matching  contribution account, if any, and QNEC account, if any,
shall not be distributable other than upon:

                  (a)   The  participant's  separation  from  service, death, or
         disability;

                  (b)   Termination  of  the  plan  without   establishment   or
         maintenance of another defined contribution plan other than an employee
         stock  ownership  plan as defined in Section  4975(e)(7) of the Code, a
         simplified  employee  pension plan as defined in Section  408(k) of the
         Code, or a SIMPLE IRA plan as defined in Section 408(p) of the Code;

                                       44
<PAGE>

                  (c)  The  date  of  the  sale  or  other  disposition  by  the
         Participating  Employer to an unrelated entity of substantially  all of
         the assets  (within the meaning of Section  409(d)(2) of the Code) used
         by  the   Participating   Employer  in  a  trade  or  business  of  the
         Participating  Employer,  where (i) the participant is employed by such
         trade or business and continues  employment  with the entity  acquiring
         such assets, and (ii) the Participating  Employer continues to maintain
         the plan after the sale or other disposition. The sale of 85 percent of
         the  assets  used in the  trade or  business  shall be deemed a sale of
         "substantially all" of the assets used in such trade or business;

                  (d)  The  date  of  the  sale  or  other  disposition  by  the
         Participating  Employer of the Participating  Employer's  interest in a
         subsidiary  (within the meaning of Section 409(d)(3) of the Code) to an
         unrelated  entity,  where  (i)  the  participant  is  employed  by such
         subsidiary and continues employment with such subsidiary following such
         sale  or  other  disposition,   and  (ii)  the  Participating  Employer
         continues to maintain the plan after the sale or other disposition;

                  (e)  The participant's attainment of age 59 1/2; or

                  (f)  The participant's hardship (as defined in Section 4.1).

Notwithstanding anything to the contrary contained herein, an event shall not be
treated  as  described  in clause  (b),  (c) or (d) above  with  respect  to any
participant unless the participant  receives a lump sum distribution (as defined
in Section 401(k)(10)(B)(ii) of the Code) by reason of the event.

                  Section 6.     Adjustment of Accounts:
                  ---------      ----------------------

                  The Committee shall establish and maintain a salary  reduction
contribution  (before-tax)  account,  an Employer  basic  matching  contribution
account and an Employer  supplemental matching contribution account with respect
to each participant. The Committee shall also establish and maintain a voluntary
contribution  (after-tax)  account,  an  Employer  profit  sharing  contribution
account,  an ESOP  account,  a PAYSOP  account,  a prior  plan  account,  a QNEC
account, a loan account, and a rollover account with respect to each participant
if any one or more of such  accounts  are  required by the plan.  The  Committee
shall  also keep an  allocation  suspense  account if such  account is  required
pursuant to Section 19.2.

                                       45
<PAGE>

                  6.1    Adjustment  of    Accounts:   The   account   of   each
participant shall be valued daily as of each adjustment date in accordance  with
the  provisions  of this Section 6.1 and procedures adopted by the Trustee.  The
value of each participant's account (other  than that  portion  of  his  account
attributable  to his  loan  account,  if  any)  shall  be  converted  to  units.
Thereafter, when the participant's account is credited with an allocation of any
salary reduction  contributions,  matching contributions,  supplemental employer
contributions,   qualified  nonelective  contributions,  direct  transfers  from
another qualified plan or rollover  contributions,  the value of such allocation
shall be used to purchase units and added to such  participant's  account.  When
any  distributions,  withdrawals,  transfers between  investment  funds,  and/or
administrative fees are charged against the participant's  account in accordance
with the terms of the plan,  the  number of units  equal in value to the  amount
paid from the  participant's  account  shall be  deducted  from the  outstanding
units.

                  6.2    Loan  Account: Notwithstanding the  provisions  of this
Section 6, the  portion  of the  account of a  participant  evidenced  by a note
described  in Section  4.4.2 shall be  maintained  in a special  loan account on
behalf of the  participant.  The loan account  shall be a part of the account of
the participant, and there shall be credited to the loan account any payments of
principal  or  interest  made  with  respect  to such  note.  As of the close of
business on each adjustment date, any cash balances in the loan account shall be
debited to the loan account and shall be allocated among the investment funds in
accordance  with  the  most  recent  effective  future  contribution  investment
direction of the  participant.  If for any reason a participant  does not have a
future  contribution  investment  direction in effect,  such  proceeds  shall be
invested by the Trustee in the investment fund designated by the Committee.

                  6.3    General: The Committee shall have and may  exercise all
powers  necessary  or advisable in order to  implement  the  provisions  of this
Section 6 and to ensure that the accounts  maintained  under the plan are fairly
and accurately adjusted as of each adjustment date.

                                       46
<PAGE>

                  Section 7.     Participant Direction of Investments:
                  ---------      ------------------------------------

                  7.1    Participant Directed Investments:  Notwithstanding  any
other  provision  of the plan but subject to the  provisions  of Section 6, each
participant  may direct the Trustee as to the investment or  reinvestment of his
account, subject to the following provisions:

                  7.1.1  Investment  funds;  fund accounts:  The Committee shall
         determine from time to time the investment options ("investment funds")
         available to participants. Each participant shall be entitled to direct
         the Trustee as to the  investment of  contributions  made on his behalf
         and the amount credited to his account among the investment  funds. The
         Committee shall keep accounts subsidiary to each participant's separate
         accounts  described in Section 1.1 (other than the loan  account)  with
         respect to the amount to his credit in each investment  fund, the "fund
         accounts."

                  7.1.2   Investment  of   contributions:   In  accordance  with
         procedures   adopted  by  the  Committee,   a  participant  may  direct
         investment  of any  contribution  allocable  to his  account  among the
         investment  funds in whole  multiples  of 5 percent.  Such  designation
         shall remain in effect unless and until the participant  provides for a
         different designation.  If for any reason a participant fails to direct
         the investment of the entire contribution allocable to his account, the
         contribution  for which no  direction  is made shall be invested by the
         Trustee as directed by the Committee.

                  7.1.3  Investment  of account:  Subject to the  provisions  of
         Section 22.6, in accordance with procedures adopted by the Committee, a
         participant  shall be entitled to reallocate the amount credited to his
         account  or each of his fund  accounts  among the  investment  funds in
         whole multiples of 5 percent.

                  7.1.4  Notice  requirements:  In  accordance  with  procedures
         adopted by the Committee and the Trustee, the participants shall notify
         the Trustee of all directions made in accordance with this Section 7.1.

                  7.1.5 Rights in directed investment funds: Notwithstanding the
         fact that all or a portion of a  participant's  account may be invested
         in an  investment  fund and may be  expressed  in units in a particular
         investment fund, such references shall mean the aggregate of the dollar
         amount which is credited to the  participant's  account at any point in
         time.  Nothing  contained in this Section 7 shall be deemed to give any
         participant  any  interest in any specific  property in any  investment
         fund or any  interest  in the plan,  other  than the  right to  receive
         payments or  distributions  in accordance  with the plan or to exercise
         any other right specifically granted to the participant under the plan.

                  7.1.6    Proxy voting:

                                       47
<PAGE>

                           (i)  Notwithstanding  anything to the contrary in the
                  plan, a participant whose account is invested in an investment
                  fund  which  invests  solely in shares of  Company  stock (his
                  "Company  stock fund account") or who has an ESOP account or a
                  PAYSOP  account  shall be entitled to direct the Trustee as to
                  the manner in which shares of Company stock  allocated as of a
                  record  date to his  Company  stock  fund  account,  his  ESOP
                  account  and his PAYSOP  account  shall be voted,  or shall be
                  tendered in the event of a tender offer for such  shares.  The
                  Trustee  shall vote or tender such shares of Company  stock as
                  directed by the participant.  If the participant  instructions
                  are not  timely  received  with  respect to such  shares,  the
                  Trustee  shall vote or tender  such  shares as directed by the
                  Committee.  The Committee  shall provide for the  solicitation
                  and   tabulation  of  voting  or  tender   instructions   from
                  participants in a confidential  manner. Prior to the voting or
                  tendering of such shares,  the Committee  shall  distribute to
                  each participant who has a Company stock fund account, an ESOP
                  account  or a  PAYSOP  account  the  same  information  as  is
                  furnished  to the  shareholders  of  the  Company  in a  proxy
                  statement.

                           (ii) Notwithstanding  anything to the contrary in the
                  plan, a participant whose account is invested in an investment
                  fund (other than an investment  fund described in subparagraph
                  (i)) shall be  entitled to direct the Trustee as to the manner
                  in which  shares of such  investment  fund  allocated  as of a
                  record date to his fund  account  shall be voted.  The Trustee
                  shall vote such shares as directed by the participant.  If the
                  participant  instructions are not timely received with respect
                  to such shares, the Trustee shall vote such shares as directed
                  by  the  Committee.   The  Committee  shall  provide  for  the
                  solicitation  and  tabulation  of  voting   instructions  from
                  participants in a confidential  manner. Prior to the voting of
                  such  shares,   the   Committee   shall   distribute  to  each
                  participant  who has shares in an investment fund to which the
                  provisions  of  this   subparagraph   (ii)  apply,   the  same
                  information as is furnished to the other  shareholders  of the
                  investment fund in a proxy statement.

                  7.2    General: To the extent  approved  by the  Trustee,  the
Committee  may  establish  any rules or  resolutions  necessary to implement the
provisions of this Section 7. The Trustee shall have and may exercise all powers
necessary or advisable in order to implement  the  provisions of this Section 7.
If the Trustee cannot transfer funds among the investment funds on an adjustment
date as provided in this Section 7, the Trustee  shall  effect such  transfer as
soon as possible thereafter.


                                       48
<PAGE>


          Section 8.        Administration by Committee:
          ---------         ---------------------------

                  8.1    Membership of Committee: The Committee shall consist of
not less than 3 individuals  appointed  by the Board to serve at the pleasure of
the Board.  Any  member of the Committee may resign, and his successor,  if any,
shall  be  appointed by the Board.  The Committee  shall be responsible  for the
general administration and interpretation of the plan and for carrying  out  its
provisions except to the extent all or any of such obligations  specifically are
imposed on the Trustee or the Board or delegated  to one or more other  persons,
including the plan  administrator.  The Chairman of the  Committee  shall be the
plan administrator and agent for service of legal process on the plan.

                  8.2    Committee Officers; Subcommittee: The  members  of  the
Committee  shall elect a chairman  and may elect an acting  chairman.  They also
shall elect a secretary  and may elect an acting  secretary,  either of whom may
but need not be a member of the  Committee.  The  Committee may appoint from its
membership such subcommittees  with such powers as the Committee  determines and
may  authorize one or more of its members or any agent to execute or deliver any
instrument or make any payment on behalf of the Committee.

                  8.3    Committee  Meetings:  The  Committee  shall  hold  such
meetings upon such notice and at such places and intervals  as  it  from time to
time  determines.  Notice of meetings shall not be required if waived in writing
by all members of the Committee at the time in office or if all such members are
present at the meeting.

                  8.4    Transaction of Business:  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
at any meeting shall  be  by vote of a majority of those present and entitled to
vote at any such meeting.  Resolutions  may  be  adopted  or  other action taken
without a meeting upon written  consent  thereto  signed  by  all members of the
Committee.

                                       49
<PAGE>

                  8.5    Committee Records:  The  Committee  shall maintain full
and complete records of its deliberations  and  decisions.  The  minutes  of its
proceedings shall be conclusive proof of the facts of the operation of the plan.
The records of the  Committee  shall  contain all relevant  data  pertaining  to
individual participants and their rights under the plan and in the trust fund.

                  8.6    Establishment of Rules;  Interactive  Voice  and  Other
Systems:  Subject to the  limitations of the plan and ERISA,  the Committee from
time to time may establish  rules or bylaws for  administration  of the plan and
transaction  of its  business.  The  Committee  may authorize the use of various
communication  channels,  including  without  limitation,  an interactive  voice
system and an interactive Internet site, which will allow participants to review
general  information  about their accounts and to initiate certain  transactions
and  elections  under the plan.  The  Committee  from time to time  shall  adopt
policies and rules governing the manner in which any such communication  channel
will  be  utilized  by  participants  so  that  the  plan  may  be  conveniently
administered.

                  8.7    Conflicts of Interest:  No individual   member  of  the
Committee  shall have any right to vote or decide on any matter  relating solely
to himself or his rights or benefits under the plan (except that such member may
sign  unanimous  written  consent to  resolutions  adopted or other action taken
without a meeting), except for elections as to payment of benefits.

                  8.8    Correction of Errors:  The Committee may correct errors
and,  so  far  as  practicable,   may  adjust  any  benefit or credit or payment
accordingly. The Committee in its  discretion  may waive any notice  requirement
in the plan; provided, that a waiver of a  requirement  to  notify  the  Trustee
shall be made only with the consent of the Trustee.  A waiver  of  notice in one
case shall not  be a waiver of notice in any other case.  Any power or authority
the  Committee   has   discretion   to  exercise   under   the   plan  shall  be
exercised in a nondiscriminatory manner.


                                       50
<PAGE>

                  8.9    Authority to Interpret Plan:  Subject to objective plan
terms and the claims  procedure  set forth in Section 14, the Committee and plan
administrator  shall have the duty and discretionary  authority to interpret and
construe  the  provisions  of the plan and  decide any  dispute  which may arise
regarding the rights of  participants  hereunder,  including  the  discretionary
authority   to  construe   uncertain   provisions   of  the  plan  and  to  make
determinations  as to eligibility for participation and benefits under the plan.
Determinations by the Committee and plan administrator  shall apply uniformly to
all persons  similarly  situated  and shall be binding and  conclusive  upon all
interested persons. Such determinations shall only be set aside if the Committee
and the plan  administrator are found to have acted arbitrarily and capriciously
in interpreting and construing the provisions of the plan.

                  8.10   Third  Party  Advisor:  The  Committee  may  engage  an
attorney, accountant  or  any  other technical  adviser on matters regarding the
operation of the plan and to perform  such other  duties as may be  required  in
connection  therewith.  The  Committee  may  employ  such  clerical  and related
personnel as it deems requisite or desirable in carrying out the  provisions  of
the  plan.   The  Committee  may  delegate  any  one  or  more of its duties and
responsibilities  under  the  plan to any person or persons,  including  but not
limited to, the employees of the Company and the plan administrator.  From  time
to  time,  but no less frequently than annually,  the Committee shall review the
financial condition of the plan and  determine the financial and liquidity needs
of the plan as required by ERISA. The Committee shall  communicate such needs to
the Company and Trustee so  that  the funding  policy  and   investment   policy
may  be  coordinated appropriately to meet such needs.

                  8.11   Compensation of Members:   No  member of the Committee,
who receives compensation from the Company for services as a full-time employee,
shall receive any fee or compensation for his services as such.


                                       51
<PAGE>

                  8.12   Committee Expenses:  The Committee shall be entitled to
reimbursement  out of the trust fund for its  reasonable  expenses  properly and
actually incurred in the performance of its duties in the  administration of the
plan;  provided,  that the Company, in the discretion of the Board, may pay such
expenses.

                  8.13   Indemnification of Committee:   To the  maximum  extent
permitted by ERISA,  no member of the  Committee  personally  shall be liable by
reason of any contract or other instrument executed by him or on his behalf as a
member of the Committee or for any mistake of judgment  made in good faith.  The
Company  shall  indemnify  and  hold  harmless,  directly  from  its own  assets
(including the proceeds of any insurance  policy the premiums for which are paid
from the  Company's  own assets),  each member of the  Committee  and each other
officer, employee, or director of the Company to whom any duty or power relating
to the  administration  or  interpretation of the plan is delegated or allocated
against any unreimbursed or uninsured cost or expense (including any sum paid in
settlement of a claim with the prior written  approval of the Board) arising out
of any act or omission to act in connection with the plan, unless arising out of
such person's own fraud, bad faith, willful misconduct or gross negligence.

                  Section 9.     Management of Funds and Amendment of Plan:
                  ---------      -----------------------------------------

                  9.1    Fiduciary  Duties: All assets of the plan shall be held
in the trust for the exclusive benefit of participants and their  beneficiaries.
Such assets shall be  administered as a trust fund to provide for the payment of
benefits as provided in the plan to participants or their successors in interest
out of the income and principal of the trust.  All  fiduciaries  with respect to
the plan (as defined in ERISA)  shall  discharge  their duties as such solely in
the interest of the  participants  and their  successors in interest and (i) for
the  exclusive   purposes  of  providing  benefits  to  participants  and  their
successors in interest and defraying  reasonable  expenses of administering  the


                                       52
<PAGE>

plan as  provided  in  Section  8.12 of the plan,  (ii)  with the  care,  skill,
prudence and diligence  under the  circumstances  then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in the
conduct of an  enterprise  of like  character  and with like aims,  and (iii) in
accordance  with  the  plan and  trust  agreement,  except  to the  extent  such
documents may be inconsistent with the then applicable  federal laws relating to
fiduciary responsibility. The trust fund shall be used for the exclusive benefit
of participants and their  beneficiaries and to pay  administrative  expenses of
the plan and trust.  No portion of the trust fund shall ever  revert to or inure
to the benefit of the Participating Employer or any affiliated employers (except
as otherwise  provided in Sections 19 and 9.1).  Notwithstanding  the  foregoing
provisions of this Section 9.1, the following provisions shall apply:

                  9.1.1 Initial  qualification:  If the plan receives an adverse
         determination  with  respect to the initial  qualification  of the plan
         under Section  401(a) of the Code,  on written  request of the Company,
         the Trustee shall return to the Company the amount of such contribution
         (increased  by  earnings  attributable  thereto  and  reduced by losses
         attributable  thereto)  within  one  calendar  year after the date that
         qualification of the plan is denied; provided, that the application for
         the  determination is made by the time prescribed by law for filing the
         Company's  federal  income tax return for the taxable year in which the
         plan is adopted or such later date as the Secretary of the Treasury may
         prescribe;

                  9.1.2  Disallowed  contribution:  On  written  request  of the
         Company,  the Trustee  shall  return a disallowed  contribution  to the
         extent  the  deduction  is  disallowed  under  Section  404 of the Code
         (reduced by losses attributable  thereto, but not increased by earnings
         attributable thereto) to the Company within one year after the date the
         deduction is disallowed; and

                  9.1.3  Mistake  of  fact:  If a  contribution  or any  portion
         thereof is made by the  Participating  Employer by mistake of fact,  on
         written   request  of  the  Company,   the  Trustee  shall  return  the
         contribution or such portion (reduced by losses  attributable  thereto,
         but  not   increased   by  earnings   attributable   thereto)  to  such
         Participating Employer within one year after the date of payment to the
         Trustee.

                  9.2    Trust Agreement:   The Company,   on   behalf  of  each
Participating  Employer,  and the Trustee shall enter into an appropriate  trust
agreement for the administration of the trust. The trust agreement shall contain

                                       53
<PAGE>

such  powers  and  reservations  as to  investment,  reinvestment,  control  and
disbursement  of  the  funds  of  the  trust,  and  such  other  provisions  not
inconsistent  with the  provisions of the plan and its nature and  purposes,  as
shall be agreed on and set forth therein.  Such agreement shall provide that the
Board may remove the Trustee at any time upon reasonable notice, the Trustee may
resign at any time upon  reasonable  notice,  and on such removal or resignation
the Board shall designate a successor trustee.

                  9.3    Authority to Amend:  The Board, acting on behalf of the
Participating  Employer,  shall have the right at any time and from time to time
to amend or  terminate  the plan and the  trust  agreement;  provided,  that (i)
except as provided in Section  9.1, no such  amendment  shall have the effect of
diverting  the trust  fund to  purposes  other  than the  exclusive  benefit  of
participants,   and   (ii)  no  such   amendment   that   alters   the   duties,
responsibilities  or liabilities of the Trustee shall be made unless the Trustee
consents  thereto  in  writing.  No  amendment  to the  plan  shall  decrease  a
participant's accrued benefit as of the date of such amendment. A plan amendment
which  has the  effect  of (a)  eliminating  a  retirement-type  subsidy  or (b)
eliminating  an  optional  form of  distribution  shall be treated  as  reducing
accrued benefits.  Notwithstanding the foregoing, and until otherwise decided by
the Board,  the officer of the Company  specifically  designated in  resolutions
adopted by the Board  shall have the  authority  to amend the plan to (i) comply
with changes in laws or government rules or regulations  applicable to the plan;
(ii) maintain the tax-qualified status of the plan; (iii) provide for the merger
or  consolidation  of another plan into this plan, or the transfer of the assets
or  liabilities  of another plan to this plan,  and, in connection  therewith to
comply with the provisions of the Treasury  Regulations  under Section 411(d)(6)
of the Code; and (iv) revise the Exhibits  attached  hereto.  See Section 12 for
provisions regarding termination of the plan.


                                       54
<PAGE>

                  9.4    Requirements of  Writing:  All  requests,   directions,
requisitions  and  instructions  of the  Committee  to the  Trustee  shall be in
writing, signed by such person or persons as designated by the Committee.

          Section 10.    Allocation of Responsibilities Among Named Fiduciaries:
          ----------     ------------------------------------------------------

                  10.1Duties of Named  Fiduciaries:  The named  fiduciaries with
respect  to the  plan  and  the  fiduciary  duties  and  other  responsibilities
allocated  to each,  which  shall be carried  out in  accordance  with the other
applicable terms and provisions of the plan, shall be as follows:
                  10.1.1   Board:

                           (i)    To   appoint   and  remove   members  of   the
                  Committee; and

                           (ii)   To appoint and remove trustees under the plan.

                  10.1.2   Committee:

                           (i)    To interpret the provisions  of the  plan  and
                  determine the rights of participants under the plan, except to
                  the extent  otherwise  provided  in Section 14 relating to the
                  claims procedure;

                           (ii)   To administer the plan in accordance  with its
                  terms,  except to the  extent  powers to  administer  the plan
                  specifically are delegated to another named fiduciary or other
                  person or persons as provided in the plan;

                           (iii)  To  account  for the interests of participants
                  in the plan; and

                           (iv)   To  direct  the Trustee in the distribution of
                  trust assets.

                  10.1.3   Plan administrator:

                           (i)    To  file such reports as may be required  with
                  the United States Department of Labor,  the  Internal  Revenue
                  Service and any other  government  agency to which reports may
                  be required to be submitted from time to time;


                                       55
<PAGE>

                           (ii)   To  comply  with  requirements  of the law for
                  disclosure of plan provisions and other  information  relating
                  to the plan to participants and other interested parties; and

                           (iii)  To  administer  the  claims  procedure  to the
                  extent provided in Section 14.

                  10.1.4   Trustee:

                           (i)    To invest and reinvest trust assets subject to
                  the provisions of Section 7;

                           (ii)   To  make   distributions  to  participants  as
                  directed by the Committee;

                           (iii)  To render annual accountings to the Company as
                  provided in the trust agreement; and

                           (iv)   Otherwise to hold, administer  and control the
                  assets  of  the  trust  as  provided  in  the  plan  and trust
                  agreement.

                  10.2   Co-fiduciary Liability: Except as otherwise provided in
ERISA,  a named  fiduciary  shall not be  responsible  or liable  for any act or
omission of another named  fiduciary with respect to fiduciary  responsibilities
allocated to such other named  fiduciaries.  A named fiduciary of the plan shall
be  responsible  and liable only for its own acts or  omissions  with respect to
fiduciary   duties   specifically   allocated  to  it  and   designated  as  its
responsibility.

                  Section 11.     Benefits Not Assignable; Facility of Payments:
                  ----------      ---------------------------------------------

                  11.1   Benefits Not Assignable:  Except as otherwise  provided
in Section 5.6 and this Section 11.1, no portion of the  accrued  benefit of any
participant  shall be subject in any manner to anticipation,  alienation,  sale,
transfer,   assignment,  pledge,  encumbrance  or  charge.  Any  attempt  so  to
anticipate,  alienate,  sell, transfer,  assign, pledge,  encumber or charge the
same shall be void.  No portion of such accrued  benefit shall be payable in any


                                       56
<PAGE>

manner to any assignee, receiver or trustee, liable for the participant's debts,
contracts, liabilities, engagements or torts, or be subject to any legal process
to  levy  upon  or  attach.  Notwithstanding  the  foregoing,  an  offset  to  a
participant's  accrued benefit against an amount that the participant is ordered
or required to pay the plan with respect to a judgment, order, or decree issued,
or a settlement  entered into, on or after August 5, 1997, shall be permitted in
accordance with Code Sections 401(a)(13)(C) and (D).

                  11.2   Payments  to  Minors  and  Others:  If  any  individual
entitled to receive a payment  under the plan shall be physically,  mentally  or
legally  incapable  of  receiving or acknowledging  receipt of such payment, the
Committee, upon  the  receipt  of  satisfactory  evidence of his incapacity  and
satisfactory evidence that another person or institution is maintaining  him and
that no  guardian  or  committee  has been  appointed  for him,  may  cause  the
payment  otherwise  payable  to  him to be made to such person or institution so
maintaining  him.  Payment  to  such  person  or  institution  shall  be in full
satisfaction of all  claims  by or  through the participant to the extent of the
amount thereof.

Section 12.     Termination of Plan and Trust; Merger or Consolidation of Plan:
----------      --------------------------------------------------------------

                  12.1   Complete Termination: In the event of a termination  of
the plan (including a cessation of contributions  which results in a termination
of the  plan),  all  contributions  to the plan  shall  cease and no  additional
participants  shall enter the plan.  The assets  under the plan shall  remain or
become fully vested in the  participants,  beneficiaries  or other successors in
interest.  Such vested benefit of each such individual shall be held in the plan
for distribution in accordance with the provisions of Section 5; provided,  that
the Committee in its discretion  may provide at any time for  liquidation of the
trust and distribution to the participants of their accrued benefits as provided
in Section 5. If, upon  termination,  the plan does not offer an annuity  option
(purchased from a commercial  provider) and neither the  Participating  Employer
nor any affiliated  employer maintains another defined  contribution plan (other
than an employee  stock  ownership  plan  defined in Section  4975(e)(7)  of the
Code), the participant's accrued benefit may, without the participant's consent,



                                       57
<PAGE>

be distributed to the participant. However, if the Participating Employer or any
affiliated  employer maintains another defined  contribution plan (other than an
employee stock  ownership plan defined in Section  4975(e)(7) of the Code),  the
participant's  accrued  benefit  may,  without  the  participant's  consent,  be
transferred  to such  other  plan if the  participant  does  not  consent  to an
immediate  distribution.  Notwithstanding the foregoing,  all distributions upon
termination of the plan shall be subject to the limitations set forth in Section
5.8 of the plan. For purposes of the plan, a termination of  contributions  or a
suspension  or  reduction  of  such  contributions  amounting  in  effect  to  a
termination of contributions shall be a termination of the plan.

                  12.2   Partial   Termination:  In  the   event  of  a  partial
termination  of the plan,  the  provisions of Section 12.1  regarding a complete
termination shall apply in determining  interests and rights of the participants
and their  beneficiaries with respect to whom the partial termination occurs and
to  the  portion  of  the  trust  fund  allocable  to  such   participants   and
beneficiaries.

                  12.3   Merger  or Consolidation: In the event of any merger or
consolidation  of the plan  with any  other  plan,  or a  transfer  of assets or
liabilities  of the  plan to any  other  plan  (which  merged,  consolidated  or
transferee  plan is referred to in this Section 12.3 as the  "successor  plan"),
the amount each participant  would receive if the successor plan (and this plan,
if he has any interest remaining therein) were terminated  immediately after the
merger,  consolidation  or transfer shall equal or be greater than the amount he
would have received if this plan (and the successor plan, if he had any interest
therein  immediately  prior  to the  merger,  consolidation  or  transfer)  were
terminated  immediately  preceding the merger,  consolidation or transfer.  From
time to time,  the Company or one of its  affiliated  employers will acquire the
assets and employees of other  companies by corporate  merger or  otherwise.  In
connection therewith, the Company or one of its affiliated employers will become
the sponsor of the tax-qualified  defined  contribution plan or plans maintained
by the acquired company (the "acquired plans"). From time to time, pursuant to a
Retirement Plan Merger Agreement, one or more acquired plans will be merged into
this plan. The Retirement Plan Merger Agreements providing for such plan mergers
will be attached hereto as Exhibit D.


                                       58
<PAGE>

                  12.4   Protection  of   Benefits:  No   termination,   partial
termination,  merger or  consolidation  or  transfer of assets of the plan shall
reduce  a  participant's  accrued  benefit  or  eliminate  an  optional  form of
distribution.  For  purposes  of  this  Section  12.4,  a  termination,  partial
termination,  merger  or  consolidation  of the  plan  that  has the  effect  of
decreasing a  participant's  accrued  benefit or eliminating an optional form of
benefit with respect to benefits  attributable  to service  before the amendment
shall be treated as reducing an accrued benefit.

                  Section 13.     Communication to Employees:
                  ----------      --------------------------

                  The Company shall  communicate the principal terms of the plan
to the  participants  and  beneficiaries  in accordance with the requirements of
ERISA. The Company shall make available for inspection by participants and their
beneficiaries,  during  reasonable  hours at the principal office of the Company
and at such other places as may be required by ERISA, a copy of the plan,  trust
agreement and such other documents as may be required by ERISA.

                  Section 14.      Claims Procedure:
                  ----------       ----------------

                  The following claims procedure shall apply with respect to the
plan:
                  14.1   Filing  of a Claim  for  Benefits: If a  participant or
beneficiary (the "claimant")  believes he is entitled to benefits under the plan
that are not being paid to him or accrued for his benefit, he may file a written
claim therefor with the plan  administrator.  If the plan  administrator  is the
claimant, all actions required to be taken by the plan administrator pursuant to
this  Section  14 shall be taken  instead  by  another  member of the  Committee
designated by the Committee.


                                       59
<PAGE>

                  14.2   Notification  to  Claimant  of Decision: Within 90 days
after  receipt  of a claim  by the plan  administrator,  or  within  180 days if
special circumstances require an extension of time, the plan administrator shall
notify  the  claimant  of its  decision  with  regard to the  claim.  If special
circumstances  require an extension of time, a written  notice of the  extension
shall be  furnished  to the  claimant  prior to  commencement  of the  extension
setting forth the special  circumstances and the date by which the decision will
be furnished.  If such claim is wholly or partially denied, notice thereof shall
be written in a manner calculated to be understood by the claimant and shall set
forth:  (i) the  specific  reason  or  reasons  for the  denial;  (ii)  specific
reference to pertinent  plan  provisions  on which the denial is based;  (iii) a
description of any additional material or information necessary for the claimant
to perfect the claim and an  explanation  of why such material or information is
necessary; and (iv) an explanation of the procedure for review of the denial. If
the plan  administrator  fails to notify the  claimant of the decision in timely
manner,  the claim shall be deemed denied as of the close of the initial  90-day
period (or the extension period, if applicable).

                  14.3   Procedure for Review:  Within 60 days following receipt
by  the  claimant  of  notice denying his claim in whole or in part, or, if such
notice  is not given,  within 60 days  following  the latest  date on which such
notice timely could have been given, the claimant may appeal denial of the claim
by filing a written application for review with the  Committee.  Following  such
request for review,  the  Committee  shall fully and fairly  review the decision
denying the claim. Prior to the decision of the Committee, the claimant shall be
given an  opportunity  to review  pertinent  documents  and  submit  issues  and
comments in writing.

                  14.4   Decision on Review: The  decision  on review of a claim
denied  in  whole  or in part by the  plan  administrator  shall  be made in the
following manner:


                                       60
<PAGE>

                  14.4.1  Notification  to claimant of decision:  Within 60 days
         following receipt by the Committee of the request for review, or within
         120 days if special  circumstances  require an extension  of time,  the
         Committee  shall notify the  claimant in writing of its  decision  with
         regard to the claim. If special  circumstances  require an extension of
         time,  written  notice  of the  extension  shall  be  furnished  to the
         claimant prior to the commencement of the extension. If the decision on
         review is not furnished in a timely  manner,  the claim shall be deemed
         denied as of the close of the initial  60-day  period (or the extension
         period, if applicable).

                  14.4.2 Format and content of decision:  The decision on review
         of a claim that is denied in whole or in part shall set forth  specific
         reasons  for  the  decision  written  in  a  manner  calculated  to  be
         understood by the claimant and shall cite the pertinent plan provisions
         on which the decision is based.

                  14.4.3  Effect of decision:  The  decision  of  the  Committee
         shall  be  final  and conclusive.

                  14.5   Action by Authorized  Representative  of  Claimant: All
actions set forth in this Section 14 to be taken by the claimant may be taken by
a representative  of the claimant duly authorized by him to act on his behalf on
such matters. The plan administrator and the Committee may require such evidence
as either  reasonably  deems necessary or advisable of the authority of any such
representative to act.

                  Section 15.     Portability of Participant Accounts:
                  ----------      -----------------------------------

                  Notwithstanding any provision of the plan to the contrary that
would  otherwise  limit a  distributee's  election  under  this  Section  15,  a
distributee  may  elect,  at  the  time  and  in the  manner  prescribed  by the
Committee,  to have  any  portion  of an  eligible  rollover  distribution  paid
directly to an eligible retirement plan specified by the distributee in a direct
rollover.

                  15.1    Definitions: The following definitions shall apply for
         purposes of this Section 15:

                  15.1.1. Eligible rollover  distribution:  An eligible rollover
         distribution  is any  distribution of all or any portion of the balance
         to the credit of the  distributee,  except  that an  eligible  rollover
         distribution does not include: any distribution that is one of a series
         of  substantially  equal periodic  payments (not less  frequently  than


                                       61
<PAGE>

         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 10
         years or more;  any  distribution  to the extent such  distribution  is
         required under Section 401(a)(9) of the Code; any hardship distribution
         described  in  Section  401(k)(2)(B)(i)(iv);  and  the  portion  of any
         distribution that is not includible in gross income (determined without
         regard to the exclusion for net unrealized appreciation with respect to
         employer securities).

                  15.1.2 Eligible  retirement plan: An eligible  retirement plan
         is 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.

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

                  15.1.4  Direct  rollover:  A  direct  rollover is a payment by
         the plan to the  eligible retirement plan specified by the distributee.

                  15.2   Construction:  Notwithstanding  anything  contained  in
this Section 15 to  the contrary, the provisions of this Section 15 shall at all
times  be construed and enforced according to the requirements of Section 401(a)
(31) of the Code and the  Treasury  Regulations  thereunder,  as the same may be
amended from time to time.

                  Section 16.    Rollovers:
                  ----------     ---------

                  An eligible  employee  who receives a  distribution  of all or
part of his  interest  from  another  retirement  plan  (including  another plan
maintained by the  Participating  Employer or an affiliated  employer)  which is
qualified under Section 401(a) of the Code on the date of distribution may, with
the  consent of the  Committee  in  accordance  with  procedures  adopted by the


                                       62
<PAGE>

Committee, transfer all or a part of such distribution to the Trustee under this
plan. The amount so transferred  may only include cash,  shares of Company stock
or other property approved by the Committee.  In applying the provisions of this
Section 16, the following provisions shall apply:

                  16.1   Timing:  The transfer to the  Trustee  must occur on or
before 60 days following receipt by the eligible employee of such  distribution.
If such  distribution  previously  was  deposited  in an  individual  retirement
account or individual  retirement annuity as defined in Section 408 of the Code,
the transfer must occur on or before 60 days  following  receipt by the eligible
employee  of  all or any  portion  of the  balance  to  his  credit  under  such
individual retirement account or individual retirement annuity.

                  16.2   Eligibility:  The distribution  made  to  the  eligible
employee must be an eligible rollover distribution as defined in Section 15.1.1.

                  16.3   Maximum Amount: The amount transferred  to the  Trustee
shall be limited to the maximum rollover amount as provided in Section 402(c)(2)
of the Code.

                  16.4   Accounting: The amount transferred to the Trustee shall
be credited  to the  eligible  employee's  rollover  account.  The assets in the
rollover  account  shall be  administered  by the  Trustee in the same manner as
other trust assets.

                  16.5   Transfers  Prior  to  Becoming  a  Participant:   If an
eligible employee who makes such a transfer has not completed the  participation
requirements  of Section 1.31,  his rollover  account  shall  represent his sole
interest in the plan until he becomes a participant.

Section 17.    Special Provisions Relating to Transfers From Qualified Plans:
----------     -------------------------------------------------------------

                  With the  approval of the  Committee  and in  accordance  with
procedures  adopted by the  Committee,  the Trustee  shall receive and hold as a
part of the trust fund assets  transferred (the  "transferred  assets") directly
from the trustee or  custodian  of any other  retirement  plan (the  "transferor
plan") that is qualified  under  Section  401(a) of the Code.  Such  transferred
assets  may only  include  cash or shares of  Company  stock.  In  applying  the
provisions of this Section 17, the following provisions shall apply:


63
<PAGE>

                  17.1   Accounting: The transferred assets of each  participant
shall be credited to the  subaccounts of the participant as described in Section
1.1 as determined by the Committee,  taking into account the applicable  vesting
schedule,  the source of the transferred assets,  amounts subject to special tax
treatment and withdrawal rules. Additional subaccounts shall be established,  if
required, to accommodate these objectives.

                  17.2   Liability of Trustee: The Trustee  under the plan shall
not be liable or responsible for any acts or omissions in the  administration of
any  transferor  plan or the trust  thereunder of any other person or entity who
was trustee,  custodian  or other  fiduciary  under such  transferor  plan.  The
Trustee  under  the  plan  shall  be  held  harmless  from  such   liability  or
responsibility.

                  17.3   Protected Benefits Under Section 411(d)(6) of the Code:
The protected  benefits of the transferor plan, as defined in Section  411(d)(6)
of the Code, shall be preserved with respect to the transferred assets.

                  17.4   Authority of Committee: To the extent not  inconsistent
with the  provisions  of this Section 17, the Committee may make rules or bylaws
supplementing and implementing the provisions of this Section 17.

                  17.5   Impermissible Transfers: Notwithstanding any provisions
of this  Section  17 to the  contrary,  the  Committee  shall not permit nor the
Trustee  accept any direct or  indirect  transfers  (as that term is defined and
interpreted  under Section  401(a)(11) of the Code and the Treasury  Regulations
thereunder) from a defined benefit plan, money purchase plan (including a target
benefit plan),  stock bonus or  profit-sharing  plan which would  otherwise have
provided for a life annuity form of payment to the employee.


                                       64
<PAGE>

                  Section 18.     Special Top-Heavy Provisions:
                  ----------      ----------------------------

                  The following special provisions shall apply and supersede any
conflicting  provision  in the plan with  respect  to any plan year in which the
plan is determined to be top-heavy (as described in Section 18.1.7):

                  18.1   Definitions:  The following definitions shall apply for
         purposes of this Section 18:

                  18.1.1 "Company"  means  the  Participating  Employer  and its
         affiliated employers.

                  18.1.2 "Company  contributions" for purposes of Section 18.2.1
         may  include  matching  contributions  to the  extent  permitted  under
         Section 416 of the Code and the regulations issued thereunder.

                  18.1.3  "Determination  date"  means  the  last  day  of   the
         preceding plan year.

                  18.1.4 "Key  employee"  means any employee or former  employee
         (and the  beneficiaries  of such  employee)  who at any time during the
         determination  period is an officer of the Company if such individual's
         annual  statutory   compensation  exceeds  50  percent  of  the  dollar
         limitation  under  Section  415(b)(1)(A)  of the  Code,  an  owner  (or
         considered  an owner  under  Section  318 of the Code) of one of the 10
         largest  interests  in  the  Company  if  such  individual's  statutory
         compensation exceeds 100 percent of the dollar limitation under Section
         415(c)(1)(A)  of the Code,  a 5 percent  owner of the  Company,  or a 1
         percent owner of the Company who has an annual  statutory  compensation
         of more than $150,000.  Annual statutory  compensation  means statutory
         compensation as defined in Section 1.41 of the plan. The  determination
         period shall be the plan year containing the determination date and the
         preceding 4 plan years. The determination of who is a key employee will
         be made in  accordance  with  Section  416(i)(1) of the Code. A non-key
         employee means any employee who is not a key employee.

                  18.1.5  "Permissive  aggregation  group"  means  the  required
         aggregation  group and any other  plan or plans of the  Company  which,
         when considered as a group with the required  aggregation  group, would
         continue to satisfy the  requirements of Sections  401(a)(4) and 410 of
         the Code.

                  18.1.6 "Required  aggregation  group" means (i) each qualified
         plan of the Company in which at least one key employee  participates or
         participated at any time during the determination period (regardless of
         whether the plan has terminated),  and (ii) any other qualified plan of
         the  Company  which  enables  a  plan  described  in (i)  to  meet  the
         requirements of Section 401(a)(4) or 410 of the Code.


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<PAGE>

                  18.1.7  "Top-heavy  plan" means,  for any plan year  beginning
         after  December 31, 1983,  the plan if any of the following  conditions
         exists:

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

                           (ii)  This plan is a part of a  required  aggregation
                  group but not part of a permissive  aggregation  group and the
                  top-heavy ratio for such group exceeds 60 percent.

                           (iii) This 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
                  60 percent.

                  18.1.8   "Top-heavy ratio" means the following:

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

                           (ii) If the  Company  maintains  one or more  defined
                  contribution plans (including any simplified  employee pension
                  plan) and the Company  maintains or has maintained one or more
                  defined benefit plans which during the 5 year period ending on
                  the determination date(s) has or has had any accrued benefits,
                  the top-heavy ratio for any required or permissive aggregation
                  group as appropriate is a fraction,  the numerator of which is
                  the sum of  accrued  benefits  under  the  aggregated  defined



                                       66
<PAGE>

                  contribution  plan or plans for all key employees,  determined
                  in accordance with paragraph (i) above,  and the present value
                  of accrued benefits under the aggregated  defined benefit plan
                  or  plans  for  all  key  employees  as of  the  determination
                  date(s),  and  the  denominator  of  which  is the  sum of the
                  accrued  benefits  under the aggregated  defined  contribution
                  plan or plans for all  participants,  determined in accordance
                  with  paragraph  (i) above,  and the present  value of accrued
                  benefits  under  the  defined  benefit  plan or plans  for all
                  participants as of the determination  date(s),  all determined
                  in  accordance  with  Section  416 of the  Code.  The  accrued
                  benefits  under a defined  benefit plan in both the  numerator
                  and  denominator of the top-heavy  ratio are increased for any
                  distribution  of an accrued  benefit made in the 5 year period
                  ending on the determination date.

                           (iii) For purposes of paragraphs  (i) and (ii) above,
                  the value of account balances and the present value of accrued
                  benefits will be  determined  as of the most recent  valuation
                  date that falls within or ends with the 12-month period ending
                  on the  determination  date, except as provided in Section 416
                  of the Code for the first and  second  plan years of a defined
                  benefit plan. The account  balances and accrued  benefits of a
                  participant  who (a) is not a key  employee  but who was a key
                  employee in a prior year, or (b) is not credited with at least
                  one hour of service with any employer  maintaining the plan at
                  any time during the 5 year period ending on the  determination
                  date will be disregarded.  Calculation of the top-heavy ratio,
                  and  the  extent  to  which  distributions,   rollovers,   and
                  transfers  are taken into account  shall be made in accordance
                  with   Section   416  of   the   Code.   Deductible   employee
                  contributions  will not be taken into  account for purposes of
                  computing the top-heavy  ratio.  When  aggregating  plans, the
                  value  of  account  balances  and  accrued  benefits  will  be
                  calculated with reference to the determination dates that fall
                  within  the same  calendar  year.  The  accrued  benefit  of a
                  participant  other  than a key  employee  shall be  determined
                  under (a) the  method,  if any,  that  uniformly  applies  for
                  accrual purposes under all defined benefit plans maintained by
                  the  Company,  or (b) if there is no such  method,  as if such
                  benefit accrued not more rapidly than the slowest accrual rate
                  permitted under the fractional rule of Section 411(b)(1)(C) of
                  the Code.

                  18.1.9  "Valuation date" means the year-end adjustment date as
           defined in Section 1.4.

                  18.2   Top-Heavy  Requirements:   Notwithstanding  any   other
provisions of the plan, the plan must satisfy the following requirements for any
plan year in which the plan is a top-heavy plan:


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<PAGE>

                  18.2.1 Minimum  allocation  requirements:  Except as otherwise
         provided in (a) and (b) below, the Company  contributions  allocated to
         his  account  on behalf of any  participant  who is not a key  employee
         shall not be less than the  lesser of 3 percent  of such  participant's
         statutory  compensation  or, if the Company has no defined benefit plan
         which  designates  this plan to satisfy  Section  416 of the Code,  the
         largest percentage of Company contributions  allocated on behalf of any
         key employee for that year. The minimum  allocation shall be determined
         without  regard  to any  Social  Security  contribution.  This  minimum
         allocation shall be made even though, under other plan provisions,  the
         participant  otherwise  is not  entitled to receive an  allocation,  or
         would have received a lesser  allocation  for the year,  because of (i)
         the  participant's  failure to complete  1,000 hours of service (or any
         equivalent  provided in the plan),  (ii) the  participant's  failure to
         make mandatory  employee  contributions to the plan, or (iii) statutory
         compensation less than a stated amount.  The provisions of this Section
         18.2.1 shall not apply:  (a) to any participant who was not employed by
         the Company on the last day of the plan year, or (b) to any participant
         to the extent the  participant is covered under any other plan or plans
         of the Company  that  provide  that the minimum  allocation  or benefit
         requirement  applicable  to  top-heavy  plans shall be met in the other
         plan or plans. The minimum allocation  required (to the extent required
         to be  nonforfeitable  under  Section  416(b) of the Code) shall not be
         forfeited  under Section  411(a)(3)(B)  or 411(a)(3)(D) of the Code. If
         any additional Company contribution is required to be made on behalf of
         a participant  to satisfy the provisions of this Section  18.2.1,  such
         Company  contribution  shall be allocated to the Employer  supplemental
         matching  contribution account of the participant.  Notwithstanding the
         foregoing,  if the Company  maintains  any other  defined  contribution
         plan,  the Company  shall provide a minimum  allocation  under one such
         plan  equal to 3 percent of  statutory  compensation  for each  non-key
         employee  who is  entitled  to a minimum  allocation  under each of the
         plans.

                  18.2.2  Minimum  vesting  requirements:  For any plan  year in
         which the plan is  top-heavy,  "3 or more  years of  service"  shall be
         substituted  for "5 or more  years of  service"  in  Section  3.1.  The
         provisions  of this Section  18.2.2 shall apply to all benefits  within
         the  meaning  of  Section  411(a)(7)  of the Code,  including  benefits
         accrued  before the plan became  top-heavy.  Further,  no  reduction in
         vested benefits shall occur in the event the plan's status as top-heavy
         changes for any plan year. However, this Section 18.2.2 shall not apply
         to the account of any employee who does not complete an hour of service
         after the plan first  becomes  top-heavy,  and such  employee's  vested
         interest in such accounts  shall be determined  without  regard to this
         Section 18.

                  Section 19.     Limitations on Allocations:
                  ----------      --------------------------

                  19.1   Limitations: Subject to the provisions of Sections 19.3
and 19.4, in no event shall the sum of the annual  additions to the account of a
participant for any limitation year beginning on or after January 1, 1987, under



                                       68
<PAGE>
this plan and any other defined  contribution  plan (as defined in Section 19.4)
of the Company, exceed in the aggregate the lesser of: (a) $30,000,  referred to
herein as the  "dollar  limitation,"  or (b) 25  percent  of such  participant's
statutory  compensation  received during the limitation year, referred to herein
as the "statutory compensation  limitation." The amount of the dollar limitation
shall be adjusted in accordance  with the Code to reflect  increases in the cost
of living.  If the  limitations  provided in this Section 19.1 would be exceeded
for any limitation year with respect to any participant,  any required reduction
in the annual  additions  to his  account  shall be made as  provided in Section
19.2.

                  19.2   Adjustments:  If, as a result of a reasonable  error in
estimating  a  participant's  statutory  compensation,  a  reasonable  error  in
determining  the amount of elective  deferrals that may be made by a participant
under  the   limitations  of  this  Section  19,  or  other  limited  facts  and
circumstances,  the dollar limitation or statutory  compensation  limitation set
forth in Section 19.1 would be exceeded  for any  limitation  year,  such excess
with respect to a participant  for such  limitation year shall be disposed of as
follows:

                  (i)    First,  salary  reduction  contributions, and any gains
         attributable thereto, to  the extent of any excess shall be distributed
         to the participant.

                  (ii)  Thereafter,  if further  reductions are necessary,  then
         such  participant's  share of the  employer  contributions  (other than
         salary  reduction  contributions)  for the  limitation  year  shall  be
         reduced to the extent of any such remaining  excess.  The amount of the
         reduction shall be reallocated among the remaining  participants in the
         ratio that each such participant's  statutory  compensation  during the
         limitation   year  in  question   bears  to  the  aggregate   statutory
         compensation of all such  participants  during such limitation year and
         before any salary reduction contributions,  matching contributions,  or
         supplemental  employer  contributions  for  such  limitation  year  are
         allocated.  If all of the amount of such  reduction with respect to the
         participant  and the amount of any reduction  with respect to any other
         participant  cannot be reallocated  without causing the account of each
         other  participant  to exceed the dollar  limitation  or the  statutory
         compensation  limitation,  then  such  amount  shall be  credited  to a
         separate account, designated as the "allocation suspense account."



                                       69
<PAGE>

                  (iii) The allocation suspense account shall contain the excess
         amounts  of  employer  contributions  from  all  limitation  years  and
         earnings  thereon.  Such excess  amounts  shall be  allocated  for each
         succeeding  limitation  year among the accounts of  participants in the
         ratio  that  each such  participant's  statutory  compensation  for the
         limitation   year  in  question   bears  to  the  aggregate   statutory
         compensation of all such  participants  during such limitation year and
         before any salary reduction contributions,  matching contributions,  or
         supplemental  employer  contributions for such year are allocated.  The
         allocation  suspense  account  shall be  invested by the Trustee in the
         investment  fund designated by the Committee.  The allocation  suspense
         account  shall  be  adjusted   annually  for   additions   thereto  and
         distributions therefrom. If the plan is terminated,  any balance in the
         allocation   suspense   account  shall  be  returned  to  the  Company.
         Notwithstanding  the foregoing,  each suspense account maintained under
         the ESOP portion of the predecessor  plan because of the limitations of
         Section  415 of the Code  shall  continue  to be  allocated  among  the
         participants  in  accordance  with  the  applicable  provisions  of the
         predecessor plan.

Notwithstanding the foregoing,  in no event shall salary reduction contributions
be  distributed  pursuant to paragraph (i) of this Section 19.2 to a participant
who is a  highly  compensated  employee.  Any  excess  with  respect  to  such a
participant  shall be disposed of in the manner  described in paragraph  (ii) of
this Section 19.2.

                  19.3   Participation  in this Plan and a Defined Benefit Plan:
This Section 19.3 shall apply with respect to limitation  years  beginning prior
to January 1, 2000.  If at any time a participant  is a participant  in the plan
and in a defined  benefit plan of the Company,  in no event shall the sum of the
defined  benefit  fraction  (as  defined in this  Section  19.3) and the defined
contribution  fraction (as defined in this Section 19.3) for any limitation year
exceed 1.0. For purposes of this Section 19.3, and except as otherwise  provided
in this Section 19, the "defined benefit  fraction" for any limitation year of a
defined benefit plan shall be a fraction the numerator of which is the projected
annual benefit of the participant under all defined benefit plans (as determined
as of the close of such  limitation  year),  and the denominator of which is the
lesser of (i) the  product  of 1.25 and the  dollar  limitation  in  effect  for
defined  benefit  plans  for such  limitation  year  (referred  to herein as the
"defined  benefit  dollar  limitation"),  and  (ii) the  product  of 1.4 and 100
percent of the  participant's  average  annual  statutory  compensation  for the



                                       70
<PAGE>

period of 3  consecutive  calendar  years (or the actual  number of  consecutive
years of  employment  with the Company if the  participant  was  employed by the
Company  for less than 3  consecutive  years)  which will  produce  the  highest
average  (referred  to herein as the  "defined  benefit  statutory  compensation
limitation"). The "defined contribution fraction" for any limitation year of the
plan  shall be a  fraction  the  numerator  of  which  is the sum of the  annual
additions to the  participant's  accounts  under the plan and all other  defined
contribution  plans  maintained  by  the  Company  through  the  close  of  such
limitation year, and the denominator of which is the sum of the lesser of (A) or
(B) for such  limitation  year and each prior  limitation  year during which the
participant was an employee of the Company  (regardless of whether a plan was in
existence  during those years),  where (A) is the product of 1.25 and the dollar
limitation in effect for such  limitation  year  (determined  without  regard to
Section  415(c)(6) of the Code), and (B) is the product of 1.4 and the statutory
compensation  limitation for the limitation year. If the limitation  provided in
this Section 19.3 would be exceeded for any  limitation  year,  the reduction in
the sum of the defined benefit  fraction and the defined  contribution  fraction
necessary  to  comply  with  the  limitation   shall  be  made  in  the  defined
contribution fraction.

                  19.4   Definitions: For the purpose of  applying  the rules of
this Section 19, the following provisions shall apply: (a) the "limitation year"
shall be the plan year; (b) "Social  Security  retirement  age" means the age at
which a participant is eligible to retire and receive an unreduced benefit under
the Social  Security Act; (c) all defined  benefit plans of the Company shall be
considered as a single plan, and all defined  contribution  plans of the Company
shall be considered as a single plan; (d) "projected  annual  benefit" means the
annual normal  retirement  benefit  payable in the form of a single life annuity
(with no ancillary  benefits) to which a participant would be entitled under the
terms of the defined benefit plan if the following factors are assumed:  (i) the
participant  will continue  employment  with the Company until he reaches Social



                                       71
<PAGE>

Security  retirement  age (or until his then current  age, if he has  previously
reached  Social  Security  retirement  age);  (ii) the  participant's  statutory
compensation  for the  limitation  year will  remain the same until the date the
participant attains Social Security retirement age; and (iii) all other relevant
factors  used to  determine  benefits  under the  defined  benefit  plan for the
limitation year will remain constant for all future  limitation  years;  (e) the
"annual  addition" with respect to any limitation  year of the plan beginning on
or after  January  1, 1987 means the sum of the  following  items  allocated  on
behalf  of  a  participant:   (i)  Company  contributions,   including,  without
limitation,  excess  contributions,  excess  aggregate  contributions;  (ii) all
forfeitures;  (iii)  the  amount  of the  participant's  nondeductible  employee
contributions  for the limitation  year  (nondeductible  employee  contributions
shall  be  considered  made  with  respect  to a  particular  plan  year if such
contributions actually are made by  the  participant  during  such plan  year or
within 30 days  after the close of such plan year); (iv) amounts allocated after
March 31, 1984 to an individual medical account, as defined in Section 415(l) of
the Code, which is part of a defined benefit plan maintained by the Company; and
(v) amounts derived from contributions paid or accrued after  December 31, 1985,
in  taxable  years  ending  after  such  date,   which   are   attributable   to
post-retirement medical benefits allocated to  the  separate  account  of  a key
employee, as defined in Section 419A(d) of the Code,  under  a  welfare  benefit
fund, as defined in Section 419(e) of  the  Code,  maintained  by  the  Company;
provided, that the following are not "annual additions":  (1) transfers of funds
from one qualified plan to another; (2) rollover contributions  (as  defined  in
Sections  402(c)(4),  403(a)(4), 403(b)(8)  and  408(d)(3)  of  the  Code);  (3)
repayments  of  loans  made to a participant  from the plan;  (4) repayments  of
distributions received by an employee pursuant to  Section  411(a)(7)(B)  of the
Code;  (5)  repayments  of  distributions  received  by  an employee pursuant to
Section  411(a)(3)(D)  of  the  Code  (mandatory  contributions);  (6)  employee
contributions  to a simplified  employee pension which are excludible from gross
income  under  Section  408(k)(6)  of   the   Code;  (7)   deductible   employee


                                       72
<PAGE>

contributions to a qualified plan; and (8) excess elective deferrals distributed
to  a  participant  pursuant  to  Section  2.1.1  of  the  plan;  (f)   "defined
contribution plan"  means  a  plan,  including  this  plan, that provides for an
individual  account for each  participant  and for benefits based  solely on the
amount contributed to the participant's account and any income, expenses,  gains
and  losses,  and  forfeitures  of  accounts  of other  participants that may be
allocated to such participant's  account;  and "defined  benefit plan" means any
plan that is not a defined  contribution plan; provided,  that only  plans which
are  described  in Section  415(k)(1) of the Code shall be included  within  the
definition  of a defined  contribution  plan or a defined benefit  plan,  as the
case  may  be;  (g) any  affiliated  employer  shall  be  considered  to  be the
Company; provided that for the purposes of this  Section  19,  determination  of
the members of a controlled  group  of  employers  and  employers  under  common
control  pursuant to Sections  414(b) and (c) of  the  Code  shall  be  made  by
substituting  the phrase "more than 50  percent"  for  the  phrase  "at least 80
percent"  where it appears in  such  Code  sections;   and  (h)  notwithstanding
anything in this Section 19 to the contrary,  the  limitations,  adjustments and
other  requirements  prescribed in this Section 19 shall comply with Section 415
of the Code.

                  Section 20.     Parties to the Plan; Transfers of Employees:
                  ----------      -------------------------------------------

                  The employers listed on Exhibit B are  employer-parties to the
plan. By separate agreement with the Company,  one or more additional  employers
may become  parties to the plan.  The  following  provisions  shall apply to all
parties to the plan except as  otherwise  expressly  provided  herein or in such
separate agreement:

                  20.1   Application of Plan and Trust Agreement: The plan shall
apply as a single plan with respect to each Participating Employer as if it were
only one employer-party.

                  20.2   Service with a  Participating  Employer:   Service  for
purposes of the plan shall be interchangeable among each Participating  Employer
and shall not be deemed interrupted or terminated by the transfer at any time of


                                       73
<PAGE>

an employee from the service of one Participating Employer to service of another
Participating Employer. In addition,  service as an ineligible employee shall be
taken  into  account  in  determining  an  employee's  eligibility  to  become a
participant and his vested accrued benefit under the plan.

                  20.3   Contributions    by   each   Participating    Employer:
Notwithstanding any provision of the plan to the contrary, the following special
provisions shall apply:

                  20.3.1 Salary reduction contributions to the plan with respect
         to each Participating  Employer shall be determined and paid separately
         by each Participating Employer in accordance with the provisions of the
         plan applicable to such Participating  Employer. If a participant is in
         the service of more than one Participating Employer during a plan year,
         each such  Participating  Employer shall be responsible  for any salary
         reduction  contribution  to  be  made  to  the  plan  pursuant  to  the
         participant's  deferral  election with respect to the compensation paid
         by such  Participating  Employer to such participant.  If a participant
         who is  eligible  to make salary  reduction  contributions  to the plan
         pursuant to Section 2.1 is transferred to ineligible  employee  status,
         he shall  not be  entitled  to make  any  additional  salary  reduction
         contributions  to the plan on or after the  first  payroll  date  which
         commences on or after the date he is transferred to ineligible employee
         status.  If an individual who is not eligible to make salary  reduction
         contributions  to the plan  pursuant to Section 2.1 is  transferred  to
         eligible employee status, he shall be entitled to make salary reduction
         contributions to the plan pursuant to Section 2.1 on and after the date
         he is transferred to eligible employee status.

                  20.3.2 Matching contributions to the plan with respect to each
         Participating  Employer shall be determined and paid separately by each
         Participating  Employer in accordance  with the  provisions of the plan
         applicable to such Participating  Employer.  If a participant is in the
         service  of more than one  Participating  Employer  during a plan year,
         each such Participating  Employer shall be responsible for any matching
         contributions  to be made on behalf of such participant with respect to
         the salary reduction  contributions made by such Participating Employer
         on  behalf  of  such  participant  and  the  compensation  paid by such
         Participating  Employer to such  participant.  If a participant  who is
         eligible to receive an allocation of matching contributions pursuant to
         Section 2.2 is transferred to ineligible  employee status, he shall not
         be entitled to receive an allocation of matching contributions pursuant
         to Section  2.2 on or after the date he is  transferred  to  ineligible
         employee  status.  If an  individual  who is not eligible to receive an
         allocation  of  matching  contributions  pursuant  to  Section  2.2  is
         transferred  to  eligible  employee  status,  he shall be  entitled  to
         receive an allocation of matching contributions pursuant to Section 2.2
         on and after the date he is transferred to eligible employee status.



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<PAGE>

                  20.4   Authority of Board:  Except as  otherwise  provided  in
Section 9.3,  the Board shall have the power to amend or terminate  the plan and
trust  agreement  as  applied  to each  Participating  Employer  and the  proper
officers  of each  Participating  Employer  shall be  authorized  to execute all
documents and take all other  actions as shall be deemed  necessary or advisable
to effectuate and carry out any such amendment as applied to such party.

             Section 21.     Compliance with the Uniformed Services Employment
             ----------      -------------------------------------------------
                             and Reemployment Rights Act of 1994:
                             -----------------------------------

                  Notwithstanding any provision of the plan to the contrary, the
following  special  provisions  shall  apply  with  respect  to a  participant's
reemployment  rights under the Uniformed  Services  Employment and  Reemployment
Rights Act of 1994 ("USERRA"):

                  21.1   Treatment of USERRA  Contributions:  Any  contributions
(the "USERRA contributions") made to the plan by the Participating Employer or a
participant by reason of such  participant's  reemployment  rights under USERRA,
shall not be subject to the maximum  dollar limit in Section 2.1.1 or the annual
addition  limitations  in Section  19,  and shall not be taken  into  account in
applying such  limitations  to other  contributions  under the plan or any other
plan, with respect to the plan year in which such USERRA contributions are made.
USERRA contributions shall, however, be subject to such limitations with respect
to the plan year to which the USERRA contributions relate. The plan shall not be
treated as failing to meet the  requirements of Sections  401(a)(4),  401(k)(3),
401(k)(11),  401(k)(12),  401(m),  410(b)  or 416 of the Code by  reason  of the
USERRA contributions.

                  21.2   Rights With Respect to Salary Reduction Contributions:

                  21.2.1 A participant  who is entitled to  reemployment  rights
         under   USERRA   may  elect  to  make   additional   salary   reduction
         contributions  (the  "make-up  contributions")  to the plan  during the
         period which begins on the date such participant  reenters service with
         the Participating Employer and has the same length as the lesser of (i)
         the product of 3 and the period of the participant's qualified military
         service which  resulted in such rights,  and (ii) 5 years.  The maximum



                                       75
<PAGE>

         amount of the make-up  contributions a participant may make to the plan
         pursuant  to this  Section  21.2 shall be the  maximum  amount that the
         participant  could  have  made to the plan  during  the  period  of the
         participant's   qualified  military  service  if  the  participant  had
         continued  in service  during such period and  continued to receive his
         compensation from the Participating  Employer.  Proper adjustment shall
         be made to the amount  determined under the preceding  sentence for any
         salary reduction  contributions actually made by the participant during
         his period of qualified military service.

                  21.2.2 With respect to each  participant  who  actually  makes
         make-up  contributions  to the plan, the  Participating  Employer shall
         contribute to the trust under the plan the matching  contributions with
         respect to such make-up  contributions that would have been required by
         Section 2.2 had such make-up  contributions been made during the period
         of the participant's qualified military service.

                  21.2.3  Earnings  shall not be credited  to any  contributions
         made pursuant to this Section 21 until such  contributions are actually
         received by the plan.

                  21.3   Special   Service   Crediting   Rules:   A  participant
entitled to  reemployment  rights under USERRA shall not be  treated  as  having
incurred  a break in service by reason of such participant's period of qualified
military service.  Each period of qualified military service shall be treated as
service for purposes of determining such participant's  vested  accrued benefit.

                  21.4   Loans: If a participant who is entitled to reemployment
rights  under  USERRA  has a  plan  loan  outstanding,  loan  repayments  may be
suspended during his period of qualified military service.

                  21.5   Definitions:  The following definitions shall apply for
 purposes of this Section 21:

                  21.5.1   "Qualified military service" means any service in the
         uniformed  services (as  defined in USERRA) by any  participant if such
         participant  is  entitled  to  reemployment  rights  under  USERRA with
         respect to such service.

                  21.5.2  "Compensation"  means the compensation the participant
         would have received during his period of qualified  military service if
         the  participant  were not in qualified  military  service,  determined
         based on the rate of pay the  participant  would have received from the
         Participating  Employer  but for  his  absence  during  his  period  of


                                       76
<PAGE>

         qualified  military service.  If the compensation the participant would
         have   received   during  such  period  is  not   reasonably   certain,
         compensation shall mean the participant's average compensation from the
         Participating Employer during the 12-month period immediately preceding
         his qualified  military service (or, if shorter,  the period of service
         immediately preceding his qualified military service).

                  21.6  Construction: Notwithstanding anything contained in this
Section 21 to the contrary, the provisions of this Section 21 shall at all times
be construed and enforced  according to the  requirements  of USERRA and Section
414(u) of the Code.

                  Section 22.     Special Provisions Applicable to ESOP:
                  ----------      -------------------------------------

                  Notwithstanding any provision of the plan to the contrary, the
following special provisions shall apply to the ESOP:

                  22.1  Investment:  The ESOP is designed to invest primarily in
Company stock.

                  22.2  Distributions: Distributions from the ESOP shall be made
in cash.  Notwithstanding the foregoing, a participant or beneficiary may direct
the Committee to distribute his ESOP account in shares of Company stock.

                  22.3  Restrictions on Company stock: Notwithstanding repayment
of an exempt loan or any amendment or  termination of the ESOP that causes it to
cease to be a  leveraged  employee  stock  ownership  plan with the  meaning  of
Section  4975(e)(7) of the Code, no Company stock  acquired with the proceeds of
an exempt loan shall be subject to a put, call or other  option,  or buy-sell or
similar  arrangement  while such stock is held by and when  distributed from the
ESOP, except as may be required by Regulation Section 54.4975-7(b)(10).

                  22.4  Proxy Voting: The ESOP accounts  shall be subject to the
pass-through voting requirements set forth in Section 7.1.6.

                  22.5  Valuations: All  purchases of Company  stock by the ESOP
shall be made at a price  not in  excess  of fair  market  value.  All  sales of
Company  stock by the ESOP  shall be made at a price not less  than fair  market
value. Any sale of Company stock to a disqualified person (as defined in Section
4975(e)(2) of the Code) or a  party-in-interest  (as defined in Section 3(14) of


                                       77
<PAGE>

ERISA) shall conform to the  requirements  of Section  408(e) of ERISA.  For all
purposes of the ESOP,  the fair market value of Company stock shall be the price
of the Company  stock  prevailing  on a national  securities  exchange  which is
registered  under Section 6 of the Securities  Exchange Act of 1934. Fair market
value shall be determined as of the applicable date of the transaction.

                  22.6  Diversification:  Each  participant may elect quarterly,
in accordance with procedures adopted by the  Committee,  to have Company  stock
allocated to his ESOP account  transferred from his ESOP account to his Employer
supplemental matching  contribution  account,  liquidated and invested in one or
more of the  investment  funds made  available to  participants  pursuant to the
provisions of Section 7.1.1 (other than an investment  fund that invests  solely
in shares of Company stock),  except that,  unless a participant is a "qualified
participant"  (a) no such  transfer  shall be allowed if the  participant  has a
Company  stock fund account (as defined in Section  7.1.6) and (b) a participant
may not transfer Company stock from his ESOP account in any quarter in which the
participant has directed all or any portion of his account in an investment fund
which invests solely in shares of Company stock.  A "qualified  participant"  is
any  participant  who has attained age 55 and has been a participant in the ESOP
for at least 10 plan years.

                  22.7  Dividends:  Cash  dividends  paid  on  shares of Company
stock allocated to the participant's ESOP account shall be either distributed to
the participant or reinvested in shares of Company stock,  as  determined by the
Committee.

                  Section 23.     Miscellaneous Provisions:
                  ----------      ------------------------

                  23.1  Notices: Each participant who is not in service and each
beneficiary  shall be responsible  for furnishing the Committee with his current
address for mailing notices,  reports, and benefit payments. Any notice required
or  permitted to be given to such  participant  or  beneficiary  shall be deemed


                                       78
<PAGE>

given if directed to such  address and mailed by first class mail.  If any check
mailed to such address is returned as undeliverable to the addressee, mailing of
checks shall be suspended  until the  participant or  beneficiary  furnishes the
proper  address.  This provision  shall not require the mailing of any notice or
notification otherwise permitted to be given by posting or other publication.

                  23.2  Lost Distributees:  A  benefit shall be deemed forfeited
if the Committee is unable  after a  reasonable  period  of time to  locate  the
participant or beneficiary to whom payment is due;  provided,  that such benefit
shall be  reinstated  if a claim is made by or on behalf of the  participant  or
beneficiary for the forfeited benefit.

                  23.3  Reliance on Data: The Company, Committee,  Trustee,  and
plan   administrator  may  rely  on  any  data  provided  by  a  participant  or
beneficiary,  including  representations  as to age, health, and marital status.
Such  representations  shall be binding on any party  seeking to claim a benefit
through  a   participant,   and  the  Company,   Committee,   Trustee  and  plan
administrator  shall have no  obligation  to inquire  into the  accuracy  of any
representation made at any time by a participant or beneficiary.

                  23.4  Bonding: Every fiduciary,  except a bank or an insurance
company, shall be bonded for each plan year to the extent required by ERISA. The
bond shall provide  protection to the plan against any loss by reason of acts of
fraud or  dishonesty by the fiduciary  alone or in connivance  with others.  The
cost of the bond  shall be an  expense  of the  trust  and  shall be paid by the
Trustee  subject to the provisions of the trust agreement and of Section 8.12 of
the plan.

                  23.5  Receipt and Release for Payments : Each  participant  by
participating in the plan  conclusively  shall be deemed to agree to look solely
to the  assets  held under the trust for  payment  of any  benefit to which such
participant  may be entitled by reason of such  participation.  Any payment made
from the plan to or with respect to any participant or beneficiary,  or pursuant
to a disclaimer by a beneficiary,  shall be in full  satisfaction  of all claims


                                       79
<PAGE>

hereunder  against the plan, the Company and all fiduciaries with respect to the
plan to the extent of such  payment.  As a condition  precedent to payment,  the
recipient  of any  payment  from the plan may be required  by the  Committee  to
execute a receipt and release with respect thereto in such form as is acceptable
to the Committee.

                  23.6  No Guarantee: The Trustee,  Committee,  Company and plan
administrator in no way guarantee the trust fund from loss or depreciation,  nor
do they  guarantee  the payment of any money or other assets from the trust fund
that may be or become due to any person. Nothing herein contained shall give any
participant or beneficiary an interest in any specific part of the trust fund or
any other interest  except the right to receive  benefits from the trust fund in
accordance with the provisions of the plan and trust.

                  23.7  Headings: The headings and  subheadings  of the plan are
inserted for  convenience of reference and shall be ignored in any  construction
of the provisions hereof.

                  23.8  Continuation of Employment:  The  establishment  of  the
plan shall not confer any legal or other right upon any employee  or person  for
continuation  of  employment,  nor  shall it  interfere  with  the  right of the
Participating  Employer to  discharge  any  employee or to deal with him without
regard to the effect thereof under the plan.

                  23.9  Construction:  The  provisions  of  the  plan  shall  be
construed  and enforced  according  to the laws of the State of North  Carolina,
except to the extent such laws are superseded by the provisions of ERISA.


                                       80
<PAGE>



                  IN WITNESS WHEREOF,  the BB&T Corporation  401(k) Savings Plan
is, by authority of the Board of Directors of the Company, executed in behalf of
the Company, the 2nd day of February, 2000.

                                               BB&T CORPORATION



                                               By:      /s/ Robert E. Greene
                                                   -------------------------
                                                        Authorized Officer

Attest:


--------------------------------
(Assistant) Secretary

[Corporate Seal]










                                       81
<PAGE>



                                                                  EXHIBIT A
                              TESTING COMPENSATION


                  1. "Compensation"  means for any participant the wages, salary
and fees for professional services and other amounts received (without regard to
whether  or not an  amount  is paid in  cash)  for  personal  services  actually
rendered by the participant in the course of his service with the  Participating
Employer  to the  extent  that  the  amounts  are  includible  in  gross  income
(including  but not limited to  commissions,  compensation  for  services on the
basis of a percentage of profits,  bonuses,  fringe benefits,  reimbursements or
other expense  allowances under a  nonaccountable  plan as described in Treasury
Regulation  Section  1.62-2(c)),  plus the participant's  elective deferrals (as
defined  in  Section  402(g)(3)  of the  Code)  and any  other  amount  which is
contributed  or deferred by the  Participating  Employer at the  election of the
participant  and which is not includible in the gross income of the  participant
by reason of Sections 125 or 457 of the Code;  amounts described in Code Section
104(a)(3),  105(a) and  105(h),  but only to the extent  that such  amounts  are
includible in the gross income of the participant; amounts paid or reimbursed by
the Participating Employer for moving expenses incurred by the participant,  but
only to the extent that at the time of the payment it is  reasonable  to believe
that these amounts are not deductible by the participant under Code Section 217;
the value of a  non-qualified  stock option  granted to the  participant  by the
Participating  Employer,  but only to the extent that the value of the option is
includible in the gross income of the  participant for the taxable year in which
granted;  and the amount  includible in the gross income of a  participant  upon
making the election described in Code Section 83(b); and excluding contributions
made by the Participating  Employer to any plan of deferred  compensation  which
are not  includible  in the  participant's  gross income for the taxable year in
which  contributed;  contributions  made by the  Participating  Employer under a
simplified  employee  pension plan;  any  distributions  from a plan of deferred
compensation; amounts realized from the exercise of a non-qualified stock option
or from the sale or other  disposition of stock acquired under a qualified stock
option;  amounts  realized  when  restricted  stock  (or  property)  held by the
participant  either  becomes  freely  transferable  or is no longer subject to a
substantial risk of forfeiture;  and any other amount paid by the  Participating
Employer that receives  special tax benefits or is excluded under the definition
of compensation  under Section 415 of the Code and Treasury  Regulation  Section
1.415-2(d)(3).  If elected by the  Committee,  compensation  may be  modified to
exclude any amounts  contributed  by the  Participating  Employer  pursuant to a
salary  reduction  agreement which are not includible in the gross income of the
participant under Section 125, 402(e)(3), 402(h) or 403(b) of the Code.

                  2. "Compensation"  means for any participant the wages, salary
and fees for professional services and other amounts received (without regard to
whether  or not an  amount  is paid in  cash)  for  personal  services  actually
rendered by the participant in the course of his service with the  Participating
Employer  to the  extent  that  the  amounts  are  includible  in  gross  income
(including  but not limited to  commissions,  compensation  for  services on the
basis of a percentage of profits,  bonuses,  fringe benefits,  reimbursements or
other expense  allowances under a  nonaccountable  plan as described in Treasury
Regulation  Section  1.62-2(c)),  plus the participant's  elective deferrals (as
defined  in  Section  402(g)(3)  of the  Code)  and any  other  amount  which is
contributed  or deferred by the  Participating  Employer at the  election of the
participant  and which is not includible in the gross income of the  participant
by reason of Sections 125 or 457 of the Code; and excluding  contributions  made


<PAGE>

by the Participating Employer to any plan of deferred compensation which are not
includible  in the  participant's  gross  income for the  taxable  year in which
contributed; contributions made by the Participating Employer under a simplified
employee pension plan; any distributions  from a plan of deferred  compensation;
amounts  realized from the exercise of a non-qualified  stock option or from the
sale or other  disposition  of stock  acquired  under a qualified  stock option;
amounts  realized when  restricted  stock (or property) held by the  participant
either becomes freely transferable or is no longer subject to a substantial risk
of  forfeiture;  and any other amount paid by the  Participating  Employer  that
receives   special  tax  benefits  or  is  excluded   under  the  definition  of
compensation  under  Section  415 of the Code and  Treasury  Regulation  Section
1.415-2(d)(3).  If elected by the  Committee,  compensation  may be  modified to
exclude any amounts  contributed  by the  Participating  Employer  pursuant to a
salary  reduction  agreement which are not includible in the gross income of the
participant under Section 125, 402(e)(3), 402(h) or 403(b) of the Code.

                  3. "Compensation" means for any participant his wages from the
Participating  Employer as defined in Section  3401(a) of the Code and all other
payments of compensation to the  participant by the  Participating  Employer (in
the course of the  Participating  Employer's  trade or  business)  for which the
Participating  Employer  is  required  to  furnish  the  participant  a  written
statement  under  Sections  6041(d) and  6051(a)(3) of the Code,  but determined
without regard to any rules that limit the remuneration  included in wages based
on the nature or location of the employment or the services  performed  (such as
the exception for agricultural  labor in Section  3401(a)(2) of the Code),  plus
the  participant's  elective  deferrals (as defined in Section  402(g)(3) of the
Code) and any other amount which is contributed or deferred by the Participating
Employer at the election of the  participant  and which is not includible in the
gross income of the participant by reason of Sections 125 or 457 of the Code. If
elected by the  Committee,  compensation  may be  modified  to (i)  exclude  any
amounts contributed by the Participating Employer pursuant to a salary reduction
agreement which are not includible in the gross income of the participant  under
Section  125,  402(e)(3),  402(h) or 403(b) of the  Code;  and/or  (ii)  exclude
amounts paid or reimbursed  by the  Participating  Employer for moving  expenses
incurred by the participant,  but only to the extent that at the time of payment
it is reasonable to believe that these amounts are deductible by the participant
under Section 217 of the Code.

                  4. "Compensation" means for any participant his wages from the
Participating  Employer as defined in Section  3401(a) of the Code,  for federal
income tax withholding purposes, but determined without regard to any rules that
limit the remuneration  included in wages based on the nature or location of the
employment or the services  performed  (such as the  exception for  agricultural
labor in  Section  3401(a)(2)  of the  Code),  plus the  participant's  elective
deferrals  (as defined in Section  402(g)(3)  of the Code) and any other  amount
which is contributed or deferred by the  Participating  Employer at the election
of the  participant  and  which is not  includible  in the  gross  income of the
participant  by reason of  Sections  125 or 457 of the Code.  If  elected by the
Committee,  compensation  may be modified to exclude any amounts  contributed by
the Participating  Employer  pursuant to a salary reduction  agreement which are
not  includible  in the  gross  income of the  participant  under  Section  125,
402(e)(3), 402(h) or 403(b) of the Code.


                                       ii

<PAGE>





                                                                 EXHIBIT B

                             Participating Employers

                        Branch Banking and Trust Company
               Branch Banking and Trust Company of South Carolina
                  Branch Banking and Trust Company of Virginia
                          BB&T Insurance Services, Inc.
                         BB&T Investment Services, Inc.
                            BB&T Leasing Corporation
                            Agency Technologies, Inc.
                       AutoBase Information Systems, Inc.
                         Regional Acceptance Corporation
                                 Car Mart, Inc.
                              FARR Associates, Inc.
                     Prime Rate Premium Finance Corporation
                            BB&T Factors Corporation
                           Scott & Stringfellow, Inc.
                        Scott & Stringfellow Realty, Inc.
                     Scott & Stringfellow Capital Management
                        Freedom Financial Services, Inc.
                      Rose Shannis Financial Services, LLC



<PAGE>



                                                                  EXHIBIT C

                                 PLAN LOAN RULES
                              FOR PARTICIPANT LOANS


                  This is an explanation of the rules for taking a personal loan
from  your  vested  account  under the Plan.  All  loans  are made  strictly  in
accordance  with the  provisions  of the Plan and in  accordance  with the rules
adopted by the Committee.  In addition to the items outlined in these rules,  it
is important to know that if you have not  requested all loans  available  under
any defined  contribution plan in which you participate,  you will be restricted
from taking a hardship  withdrawal  under the Plan.  In the case of any item not
covered  by this  explanation,  or in the  event of any  conflict  between  this
explanation and the Plan, the Plan document always will control.

                  1.       AMOUNT YOU CAN BORROW
                           ---------------------

                  The amount of any loan made to you must be at least $1,000. In
addition,  the amount of your loan from this Plan, when added to the outstanding
balance of loans from any other  tax-qualified  retirement  plan of the Company,
may not exceed the lesser of:

                  (A) $50,000, reduced by the highest outstanding balance of any
         plan loans to you during the one year period  ending the day before the
         loan is made; or

                  (B) 50 percent of the current fair market value of your vested
account under the Plan.

                  The money  you  receive  from the loan will be taken  from the
investment funds in which your account is invested on a pro rata basis.

                  2.       REPAYMENTS
                           ----------

                  Period.  The repayment period for a  loan may not be less than
12 months nor more than 60 months.

                  Frequency.  Generally,  repayments  will  be  withheld  by the
Company from each regular paycheck you receive in sufficient amounts to maintain
your loan repayment schedule until all principal and interest due are paid.

                  Investments.  Your loan  repayments  will be  credited to your
separate accounts from which the loan proceeds were obtained on a pro rata basis
and invested in the  investment  funds in the same manner as  contributions  are
invested, based on your current investment elections.

                  3.       INTEREST RATE
                           -------------

                  Your  loan  must  bear  a  reasonable   rate  of  interest  as
determined  by the  Committee at the time your loan is made.  The  Committee has
determined  the  appropriate  interest  rate to be  "BB&T's  Prime  Rate  plus 1

<PAGE>

percent," as quoted on the day the loan request is made. An annual  statement of
interest  paid for each  year that the loan is  outstanding  is  available  upon
request.

                  4.       WHEN LOANS CAN BE TAKEN
                           -----------------------

                  If you wish to borrow from your vested account under the Plan,
call  the BB&T  Benefits  Phone at  1-800-228-8076.  You can have  only one loan
outstanding  at any time and only one loan  request may be  submitted  in a plan
year. This means that if you already have a loan  outstanding  that has not been
repaid,  you must repay that loan.  Your loan generally will be disbursed to you
within 25 days from the date your loan request is made.

                  Your  loan  will be  processed  based on the  information  you
provide over the BB&T  Benefits  Phone.  You will not be required to sign a Loan
Origination  Form prior to receiving the loan check.  However,  when you request
your loan by telephone,  you will receive a Participant  Loan Agreement  setting
forth the terms of the loan and containing certain disclosures  required by law.
When you receive and endorse,  deposit or cash the loan check, you will agree to
the terms of the loan as set forth in the  Participant  Loan  Agreement  and the
assignment  of your account as collateral  for the loan (see  paragraph 5 below)
(i.e.,  your endorsement of the loan check signifies your agreement to repay the
loan pursuant to the terms of the Participant Loan Agreement).

                  5.       SECURITY FOR YOUR LOAN
                           ----------------------

                  Your loan will be secured by a pledge of your  vested  account
under the Plan. In the normal  course,  your account will not  automatically  be
used to repay the loan or any interest due. However, if you terminate employment
with the Company for any reason,  the remaining unpaid balance of your loan plus
any accrued interest will be  recharacterized  as a taxable  distribution to you
from the Plan  unless  you  fully  repay  the loan  immediately  following  your
termination of employment or agree to continue  making loan repayments by having
your checking or other designated account  automatically  drafted by the Trustee
in accordance with the loan repayment schedule.  If your loan is recharacterized
as a taxable distribution,  the unpaid balance plus any accrued interest will be
reported  to the  Internal  Revenue  Service  ("IRS") by the  Trustee as taxable
income to you for the year in which you terminate employment.

                  6.       ACCELERATED LOAN REPAYMENTS
                           ---------------------------

                  Loans  may be  repaid in full  ahead of  schedule  at any time
without penalty.  Prepayments of less than the full amount  outstanding will not
be accepted.  To repay your loan in full,  you must contact BB&T Benefits  Phone
and obtain a payoff  amount.  You should then  submit a cashiers  check or money
order in such amount to Institutional  Trust Services,  Raleigh,  North Carolina
17401-0401.

                  7.       TERMINATION OF EMPLOYMENT
                           -------------------------

                  If you  terminate  employment  with the Company for any reason
and have an outstanding loan balance, you may:

<PAGE>

                  (A) fully   repay  the   loan   immediately   following   your
         termination;

                  (B) continue to make loan  repayments  by having your checking
         or other  designated  account  automatically  drafted by the Trustee in
         accordance with the loan repayment schedule; or

                  (C) have   the  loan  balance  recharacterized  as  a  taxable
distribution to you.

If your loan balance is recharacterized as a distribution as described above and
in paragraph 5 above, this distribution will be taxable income to you and may be
subject to tax penalties for early distribution if you are under age 59 1/2.

                  8.       LEAVE OF ABSENCE
                           ----------------

                  If you are granted a leave of absence from the Company for any
reason and have an outstanding loan for which payroll  deduction  repayments are
no longer possible, you may:

                  (A) fully repay the loan at the time your leave begins;

                  (B) continue to make loan  repayments  by having your checking
         or other  designated  account  automatically  drafted by the Trustee in
         accordance with the loan repayment schedule;

                  (C) have  the  loan  balance  recharacterized  as  a   taxable
         distribution to you; or

                  (D) suspend loan  repayments  for up to 12 months.  Under this
         option,  your loan  repayments  when you  return to work may be doubled
         until you return to your original loan repayment schedule.

If you decide to suspend  repayments,  your loan must still be repaid  within 60
months of the date the loan was originally  issued.  If your loan repayments are
suspended  for more than 12 months or if the loan has not been repaid  within 60
months of the date the loan was originally  issued,  the loan will be in default
and you will be treated as having received a taxable  distribution  equal to the
outstanding balance of your loan plus any accrued interest.

If you choose to  continue to make loan  repayments,  but you fail to do so, the
loan will be in default  and you will be  treated  as having  received a taxable
distribution  equal to the  outstanding  balance  on your loan plus any  accrued
interest.

If you are treated as having  received a taxable  distribution,  the tax penalty
for early distribution may also apply.

<PAGE>

                  9.       DEFAULT AND FORECLOSURE
                           -----------------------

                  While you are working,  loan repayments  automatically will be
withheld  from your  paychecks to keep your loan  obligation  current.  However,
should your paychecks stop because of an unpaid leave of absence, termination of
employment,  or other reason, and you fail to make two scheduled loan repayments
on the date they are due (or, if you previously missed one scheduled  repayment,
you fail to make one more scheduled repayment),  your loan will be considered in
default.  Upon  default,  the  outstanding  balance of the loan plus any accrued
interest  will become due and payable  immediately.  The unpaid  balance will be
recharacterized  as a distribution  to you as described in paragraph 5 above and
will  be  reported  to you  and to the IRS as a  taxable  distribution.  The tax
penalty for early distribution may also apply.  During the term of your loan you
may miss one scheduled repayment before your loan will be considered in default.

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "BB&T CORPORATION 401(K) SAVINGS PLAN", "secsgml_size_bytes": 296832}]
{"company-data": {"conformed-name": "BB&T CORP", "cik": "0000092230", "assigned-sic": "6021", "irs-number": "560939887", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36538", "film-number": "622120"}, "business-address": {"street1": "200 WEST SECOND STREET", "city": "WINSTON-SALEM", "state": "NC", "zip": "27101", "phone": "3367332000"}, "mail-address": {"street1": "200 WEST SECOND STREET", "city": "WINSTON-SALEM", "state": "NC", "zip": "27101"}, "former-company": {"former-conformed-name": "SOUTHERN NATIONAL CORP /NC/", "date-changed": "19920703"}}
------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         ------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------

                                BB&T CORPORATION
                   ------------------------ ----------------
             (Exact name of registrant as specified in its charter)

     NORTH CAROLINA                                      56-0939887
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation of organization)                            Number)

                             200 West Second Street
                       Winston-Salem, North Carolina 27101
                ------------ -----------------------------------
          (Address of principal executive offices, including zip code)

                                BB&T CORPORATION
                               401(K) SAVINGS PLAN
                            (Full title of the plan)

                             Jerone C. Herring, Esq.
                                BB&T Corporation
                             200 West Second Street
                                    3rd Floor
                       Winston-Salem, North Carolina 27101
                                 (336) 733-2180
                        --------------------------------
            (Name, address and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                       Proposed        Proposed
Title of                               maximum         maximum
securities         Amount              offering        aggregate    Amount of
to be              to be               price           offering     registration
registered (1)     registered          per share (2)   price (2)    fee (2)
--------------     -----------         -------------   -----------  -------

Common
Stock, par value
$5.00 per share    11,000,000 shares   $ 26.001       $286,011,000  $75,506.90
--------------------------------------------------------------------------------

(1)     In addition,  pursuant  to Rule 416(c) under the Securities Act of 1933,
        as amended,  this  registration  statement also covers an indeterminate
        amount of  plan  interests  to be offered or sold  pursuant  to the BB&T
        Corporation 401(k) Savings Plan.

(2)     Pursuant  to Rule  457(c) and  (h)(1),  based on  the  average ($26.001)
        of  the high  ($26.188) and low ($25.813)  prices  of  the  Registrant's
        Common Stock on May 5, 2000, as reported on the New York Stock Exchange.

                                ----------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------   ---------------------------------------

                  The  following   documents  filed  by  BB&T  Corporation  (the
"Company"  or  "BB&T")  with  the  Securities  and  Exchange   Commission   (the
"Commission")  under  the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), are incorporated herein by reference:

                  (a) The  Company's  Annual  Report  on Form  10-K for the year
ended  December 31, 1999,  filed with the  Commission on March 14, 2000, and the
Annual Report on Form 11-K of the BB&T  Corporation  401(k) Savings Plan (or its
predecessor  plan) (the  "Plan") for the fiscal year ended  December  31,  1998,
filed with the Commission on June 29, 1999;

                  (b) The Company's  Current  Reports on Form 8-K filed with the
Commission on January 12, 2000,  February 7, 2000,  February 9, 2000,  April 11,
2000 and April 28, 2000, respectively;

                  (c) The description of the Company's  Common Stock,  par value
$5.00 per share,  contained in the Company's  Registration Statement on form 8-A
filed with the  Commission  on  September  4, 1991 with  respect to such  Common
Stock, including any amendment or report filed for the purposes of updating such
description;

                  (d) The Company's  Registration Statement on Form 8-A relating
to the Company's  shareholder  rights plan, filed with the Commission on January
10, 1997; and

                  (e)      All other  reports  filed  pursuant  to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year referred to in (a)
above; and

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities  remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such documents.

                  Pursuant to General Instruction E to Form S-8, the contents of
Registration  Statement No. 33-54713 and  Registration  Statement No.  33-57867,
relating to the offer and sale of the Registrant's Common Stock and related plan
interests under the Plan or  predecessor  plans of the  BB&T Corporation  401(k)
Savings Plan, are  incorporated  by  reference in this Registration Statement on
Form S-8.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.
------   --------------------------------------

                  The legality of the securities  offered hereby has been passed
upon by Jerone C. Herring, Esquire, Executive Vice President and General Counsel
of the Company,  who owns approximately  67,203 shares of  Common  Stock.

Item 6.  Indemnification of Directors and Officers.
------   -----------------------------------------

                  Sections   55-8-50  through  55-8-58  of  the  North  Carolina
Business Corporation Act contain specific provisions relating to indemnification
of  directors  and officers of North  Carolina  corporations.  In general,  such
sections  provide that:  (i) a corporation  must indemnify a director or officer
who is wholly  successful  in his defense of a proceeding to which he is a party
because of his status as such,  unless limited by the articles of incorporation,
and (ii) a  corporation  may indemnify a director or officer if he is not wholly
successful  in such defense if it is  determined as provided by statute that the
director or officer  meets a certain  standard  of  conduct,  except that when a
director or officer is liable to the  corporation  or is adjudged  liable on the
basis that personal benefit was improperly  received by him, the corporation may
not indemnify  him. A director or officer of a  corporation  who is a party to a
proceeding  may also  apply to a court  for  indemnification,  and the court may
order  indemnification  under  certain  circumstances  set forth in  statute.  A
corporation  may, in its articles of  incorporation  or bylaws or by contract or
resolution of the board of  directors,  provide  indemnification  in addition to
that provided by statute, subject to certain conditions.

                                     II - 1
The registrant's bylaws provide for the indemnification of any
director  or  officer  of the  registrant  against  liabilities  and  litigation
expenses  arising out of his status as such,  excluding:  (i) any liabilities or
litigation  expenses relating to activities that were at the time taken known or
believed by such person to be clearly in conflict  with the best interest of the
registrant and (ii) that portion of any liabilities or litigation  expenses with
respect to which such person is entitled to receive  payment under any insurance
policy.

                  The  registrant's  articles of  incorporation  provide for the
elimination of the personal  liability of each director of the registrant to the
fullest extent permitted by law.

                  The registrant  maintains  directors' and officers'  liability
insurance that, in general, insures: (i) the registrant's directors and officers
against  loss by reason of any of their  wrongful  acts and (ii) the  registrant
against loss arising from claims against the directors and officers by reason of
their wrongful  acts,  all subject to the terms and conditions  contained in the
policy.

                  Certain  rules of the Federal  Deposit  Insurance  Corporation
limit the ability of certain  depository  institutions,  their  subsidiaries and
their  affiliated   depository   institution   holding  companies  to  indemnify
affiliated parties,  including institution directors. In general, subject to the
ability to purchase  directors and officers  liability  insurance and to advance
professional  expenses  under  certain  circumstances,  the rules  prohibit such
institutions from indemnifying a director for certain costs incurred with regard
to an  administrative  or enforcement  action  commenced by any federal  banking
agency  that  results  in a final  order or  settlement  pursuant  to which  the
director is assessed a civil money penalty, removed from office, prohibited from
participating in the affairs of an insured depository institution or required to
cease and desist from or take an affirmative action described in Section 8(b) of
the Federal Deposit Insurance Act (12 U.S.C. ss. 1818(b)).

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  The   following   exhibits   are  filed  as  a  part  of  this
Registration Statement:

    Number           Description
    ------           -----------
    4.1     Amended and Restated  Articles of Incorporation  of the Company,  as
            amended,  which are incorporated by reference to Exhibit 3(a) to the
            Company's Annual Report on Form 10-K for the year ended December 31,
            1996, filed with the Commission on March 17, 1997.

    4.2     Articles  of  Amendment  to the  Articles  of  Incorporation  of the
            Company,  which are incorporated by reference to Exhibit 3(a)(ii) to
            the Company's Annual Report on Form 10-K for the year ended December
            31, 1997, filed with the Commission on March 18, 1998.

    4.3     Bylaws  of the  Company,  as  amended,  which  are  incorporated  by
            reference to Exhibit  3(b) to the  Company's  Annual  Report on Form
            10-K for the year ended December 31, 1997, filed with the Commission
            on March 18, 1998.

    4.4     Rights  Agreement  dated as of December 17, 1996 between the Company
            and  Branch  Banking  and  Trust  Company,  Rights  Agent,  which is
            incorporated  by reference to Exhibit A filed under Form 8-A,  filed
            with the Commission on January 10, 1997.

    5       Opinion of Jerone C. Herring,  Esq.,  Executive  Vice  President and
            General  Counsel to the Company.

    23.1    Consent of Jerone C. Herring,  Esq.,  Executive  Vice  President and
            General  Counsel to the Company, which  is  contained in his opinion
            filed as Exhibit 5.

                                     II - 2
23.2    Consent of Arthur Andersen LLP.

    24      Power of Attorney of Directors and Officers of the Company.

    99      BB&T Corporation 401(k) Savings Plan.

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement:

                  (i)     To include any prospectus required by Section 10(a)(3)
                          of the Securities Act of 1933 (the "Securities Act");

                  (ii)    To  reflect  in the  prospectus  any  facts or  events
                          arising after the effective  date of the  Registration
                          Statement (or the most recent post-effective amendment
                          thereof)  which,  individually  or in  the  aggregate,
                          represent a fundamental  change in the information set
                          forth in the Registration Statement;

                  (iii)   To include any  material  information  with respect to
                          the plan of distribution  not previously  disclosed in
                          the  Registration  Statement or any material change to
                          such information in the Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the  Company  pursuant  to Section 13 or Section  15(d) of the
                  Exchange  Act  that  are  incorporated  by  reference  in  the
                  Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

(b)      The Company hereby  undertakes  that,  for purposes of determining  any
         liability under the Securities Act, each filing of the Company's annual
         report  pursuant to Section  13(a) or Section 15(d) of the Exchange Act
         that is incorporated by reference in the  Registration  Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to  directors, officers  and  controlling  persons
         of the Company  pursuant to the foregoing provisions, or otherwise, the
         Company has been  advised  that in the opinion of the  Commission  such
         indemnification is against public policy as expressed in the Securities
         Act  and is,  therefore,  unenforceable.  In the event that a claim for
         indemnification  against  such  liabilities (other than  the payment by
         the Company of expenses  incurred  or  paid  by a director,  officer or
         controlling  person of the Company in the  successful  defense  of  any
         action, suit  or  proceeding)  is  asserted by such  director,  officer
         or  controlling   person  in  connection  with   the  securities  being
         registered,  the  Company  will,  unless  in the opinion of its counsel
         the matter has been settled by controlling precedent, submit to a court
         of appropriate  jurisdiction  the question whether such indemnification
         by  it  is  against  public policy as expressed in the  Securities  Act
         and will be governed by the final adjudication of such issue.

                                     II - 3
SIGNATURES

                                 THE REGISTRANT

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  BB&T
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Winston-Salem,  State of North Carolina, on this
8th day of May, 2000.

                                                     BB&T CORPORATION

                                                 By: /s/ Jerone C. Herring
                                                     Jerone C.  Herring
                                                     Executive Vice President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on May 8, 2000.

        /s/ John A. Allison IV *                 /s/ Scott E. Reed *
--------------------------------------  ---------------------
Name:   John A. Allison IV               Name:   Scott E. Reed
Title:  Chairman of the Board and        Title:  Senior Executive Vice President
        Chief Executive Officer                  and Chief Financial Officer
        (principal executive officer)            (principal financial officer)

        /s/ Sherry A. Kellett *                  /s/ Paul B. Barringer *
--------------------------------------   -------------------------------
Name:   Sherry A. Kellett                Name:   Paul B. Barringer
Title:  Executive Vice President         Title:  Director
        and Controller
        (principal accounting officer)

        /s/ Alfred E. Cleveland *                /s/ W. R. Cuthbertson, Jr. *
--------------------------------------   ------------------------------------
Name:   Alfred E. Cleveland              Name:   W. R. Cuthbertson, Jr.
Title:  Director                         Title:  Director

        /s/ Ronald E. Deal *                     /s/ A. J. Dooley, Sr. *
--------------------------------------   -------------------------------
Name:   Ronald E. Deal                   Name:   A. J. Dooley, Sr.
Title:  Director                         Title:  Director

        /s/ Tom D. Efird *                       /s/ Paul S. Goldsmith *
--------------------------------------   -------------------------------
Name:   Tom D. Efird                     Name:   Paul S. Goldsmith
Title:  Director                         Title:  Director

        /s/ L. Vincent Hackley *                 /s/ Jane P. Helm *
--------------------------------------   --------------------------
Name:   L. Vincent Hackley               Name:   Jane P. Helm
Title:  Director                         Title:  Director

        /s/ Richard Janeway *                    /s/ J. Ernest Lathem *
--------------------------------------   ------------------------------
Name:   Richard Janeway, M.D.            Name:   J. Ernest Lathem, M.D.
Title:  Director                         Title:  Director

                                     II - 4
/s/ James H. Maynard *                   /s/ Joseph A. McAleer *
--------------------------------------   -------------------------------
Name:   James H. Maynard                 Name:   Joseph A. McAleer
Title:  Director                         Title:  Director

        /s/ Albert O. McCauley *                 /s/ Richard L. Player, Jr. *
--------------------------------------   ------------------------------------
Name:   Albert O. McCauley               Name:   Richard L. Player, Jr.
Title:  Director                         Title:  Director

        /s/ C. Edward Pleasants, Jr. *           /s/ Nido R. Qubein *
--------------------------------------   ----------------------------
Name:   C. Edward Pleasants, Jr.         Name:   Nido R. Qubein
Title:  Director                         Title:  Director

        /s/ E. Rhone Sasser *                    /s/ Jack E. Shaw *
--------------------------------------   --------------------------
Name:   E. Rhone Sasser                  Name:   Jack E. Shaw
Title:  Director                         Title:  Director

        /s/ Harold B. Wells *
--------------------------------------
Name:   Harold B. Wells
Title:  Director

*By:           /s/ Jerone C. Herring
            Name:  Jerone C. Herring
            Attorney-in-Fact

                                    THE PLAN

            Pursuant to the  requirements  of the  Securities  Act of 1933,  the
Trustee has duly caused this  Registration  Statement to be signed on its behalf
by the  undersigned,  thereunto duly authorized,  in the City of  Winston-Salem,
State of North Carolina, on this 8th day of May, 2000.

                                 BB&T CORPORATION 401(K) SAVINGS PLAN

                                 By:    Branch Banking and Trust Company, N.A.
                                          As Trustee

                                 By:     /S/ Robert E. Greene
                                 Name:   Robert E. Greene
                                 Title:  President

                                     II - 5
EXHIBIT INDEX
                                       to
                      Registration Statement on Form S-8 of
                                BB&T Corporation

Exhibit No.                              Description

   4.1    Amended and Restated  Articles of  Incorporation  of the  Company,  as
          amended,  which are  incorporated  by reference to Exhibit 3(a) to the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          1996, filed with the Commission on March 17, 1997.

   4.2    Articles of Amendment to the Articles of Incorporation of the Company,
          which  are  incorporated  by  reference  to  Exhibit  3(a)(ii)  to the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          1997, filed with the Commission on March 18, 1998.

   4.3    Bylaws of the Company, as amended, which are incorporated by reference
          to Exhibit 3(b) to the  Company's  Annual  Report on Form 10-K for the
          year ended  December 31, 1997,  filed with the Commission on March 18,
          1998.

   4.4    Rights Agreement dated as of December 17, 1996 between the Company and
          Branch Banking and Trust Company,  Rights Agent, which is incorporated
          by  reference  to  Exhibit  A filed  under  Form 8-A,  filed  with the
          Commission on January 10, 1997.

   5      Opinion of Jerone C.  Herring,  Esq.,  Executive  Vice  President  and
          General  Counsel to the  Company.

   23.1   Consent of Jerone C.  Herring,  Esq.,  Executive  Vice  President  and
          General  Counsel  to  the  Company,  which is contained in his opinion
          filed as Exhibit 5.

   23.2   Consent of Arthur Andersen LLP.

   24     Power of Attorney of Directors and Officers of the Company.

   99     BB&T Corporation 401(k) Savings Plan.
EXHIBIT 5
EXHIBIT 5
                                                                     ---------

                                                     EXHIBIT 5

                               [BB&T Letterhead]

                                   May 8, 2000

BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101

                  Re:      Registration  Statement on  Form S-8 Relating to BB&T
                           Corporation 401(k) Savings Plan

Ladies and Gentlemen:

     I  am  familiar  with  the  proceedings  taken  by  BB&T  Corporation  (the
"Company") in connection with the preparation and filing with the Securities and
Exchange  Commission (the "Commission") of a Registration  Statement on Form S-8
under the Securities  Act of 1933, as amended,  pertaining to the offer and sale
of up to 11,000,000  shares of the Company's  Common Stock,  par value $5.00 per
share (the "Shares"), and an indeterminate number of plan interests, pursuant to
the terms of the BB&T  Corporation  401(k)  Savings  Plan,  as  effective  as of
January 1, 2000 (the "Plan").

     As counsel for the Company,  the Plan and the  Registration  Statement have
been reviewed  under my direction,  and I have examined and am familiar with the
records relating to the  organization of the Company,  including its articles of
incorporation,  bylaws  and  all  amendments  thereto,  and the  records  of all
proceedings  taken by the Board of  Directors  of the Company  pertinent  to the
rendering of this opinion.

     Based on the foregoing,  and having regard for such legal considerations as
I have  deemed  relevant,  I am of the  opinion  that the Shares  have been duly
authorized  and,  upon  issuance of the Shares and receipt by the Company of the
consideration therefor in accordance with the terms of the Plan, the Shares will
be validly issued, fully paid and nonassessable.

     I hereby  consent  to the filing of this  opinion  with the  Commission  as
Exhibit 5 to the Registration  Statement. In giving this consent, I do not admit
that I am within the category of persons  whose consent is required by Section 7
of the  Securities  Act,  or  other  rules  and  regulations  of the  Commission
thereunder.

                                                  Sincerely,

                                                  /S/  Jerone C. Herring
                                                  Jerone C. Herring
                                                  Executive Vice President and
                                                  General Counsel
EXHIBIT 23.2
EXHIBIT 23.2
                                                                   ------------

                    Consent of Independent Public Accountants

As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  registration  statement  of our report dated April 27, 2000,
included  in BB&T  Corporation's  Form  8-K  dated  April  28,  2000, and to all
references to our firm included in this registration statement. Our report dated
January 24, 2000, included in BB&T Corporation's financial statements previously
filed on Form 10-K and incorporated by reference in this registration  statement
is no longer appropriate since restated financial statements have been presented
giving effect to a business combination accounted for as a pooling of interests.

                               /S/ ARTHUR ANDERSEN LLP

Charlotte, North Carolina,
May 8, 2000.
EXHIBIT 24
EXHIBIT 24
                                                                ----------

                                POWER OF ATTORNEY

         Each  of the  undersigned,  being a  director  and/or  officer  of BB&T
Corporation (the "Company"), hereby nominates,  constitutes and appoints John A.
Allison,  Scott E. Reed and Jerone C. Herring, or any one of them severally,  to
be his or her true and  lawful  attorney-in-fact  and to sign in his or her name
and on his or her behalf in any and all  capacities  stated  below,  and to file
with the Securities and Exchange Commission (the  "Commission"),  a Registration
Statement on Form S-8 (the "Registration  Statement")  relating to the offer and
sale of the Company's common stock,  $5.00 par value per share, and related plan
interests,  pursuant to the terms of the BB&T  Corporation  401(k) Savings Plan,
and to file any and all amendments,  including post-effective amendments, to the
Registration  Statement,  making such changes in the  Registration  Statement as
such attorney-in-fact deems appropriate,  and generally to do all such things on
his or her behalf in any and all  capacities  stated below to enable the Company
to comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Commission.

         This Power of Attorney has been signed by the following  persons in the
capacities indicated on April 25, 2000.

        /s/ John A. Allison IV                   /s/ Scott E. Reed
--------------------------------------   -------------------------
Name:   John A. Allison IV               Name:   Scott E. Reed
Title:  Chairman of the Board and        Title:  Senior Executive Vice President
        Chief Executive Officer                  and Chief Financial Officer
        (principal executive officer)            (principal financial officer)

        /s/ Sherry A. Kellett                    /s/ Paul B. Barringer
--------------------------------------   -----------------------------
Name:   Sherry A. Kellett                Name:   Paul B. Barringer
Title:  Executive Vice President         Title:  Director
        and Controller
        (principal accounting officer)

        /s/ Alfred E. Cleveland                  /s/ W. R. Cuthbertson, Jr.
--------------------------------------   ----------------------------------
Name:   Alfred E. Cleveland              Name:   W. R. Cuthbertson, Jr.
Title:  Director                         Title:  Director

        /s/ Ronald E. Deal                       /s/ A. J. Dooley, Sr.
--------------------------------------   -----------------------------
Name:   Ronald E. Deal                   Name:   A. J. Dooley, Sr.
Title:  Director                         Title:  Director

        /s/ Tom D. Efird                         /s/ Paul S. Goldsmith
--------------------------------------   -----------------------------
Name:   Tom D. Efird                     Name:   Paul S. Goldsmith
Title:  Director                         Title:  Director

        /s/ L. Vincent Hackley                   /s/ Jane P. Helm
--------------------------------------   ------------------------
Name:   L. Vincent Hackley               Name:   Jane P. Helm
Title:  Director                         Title:  Director

        /s/ Richard Janeway                      /s/ J. Ernest Lathem
--------------------------------------   ----------------------------
Name:   Richard Janeway, M.D.            Name:   J. Ernest Lathem, M.D.
Title:  Director                         Title:  Director
/s/ James H. Maynard                     /s/ Joseph A. McAleer
--------------------------------------   -----------------------------
Name:   James H. Maynard                 Name:   Joseph A. McAleer
Title:  Director                         Title:  Director

        /s/ Albert O. McCauley                   /s/ Richard L. Player, Jr.
--------------------------------------   ----------------------------------
Name:   Albert O. McCauley               Name:   Richard L. Player, Jr.
Title:  Director                         Title:  Director

        /s/ C. Edward Pleasants, Jr.             /s/ Nido R. Qubein
--------------------------------------   --------------------------
Name:   C. Edward Pleasants, Jr.         Name:   Nido R. Qubein
Title:  Director                         Title:  Director

        /s/ E. Rhone Sasser                      /s/ Jack E. Shaw
--------------------------------------   ------------------------
Name:   E. Rhone Sasser                  Name:   Jack E. Shaw
Title:  Director                         Title:  Director

        /s/ Harold B. Wells
--------------------------------------
Name:   Harold B. Wells
Title:  Director
EXHIBIT 99
BB&T CORPORATION 401(K)

                                  SAVINGS PLAN
                         EFFECTIVE DATE: JANUARY 1, 2000
TABLE OF CONTENTS
                             BB&T CORPORATION 401(K)
                                  SAVINGS PLAN

                                                                         Page
                                                                         ----
Section  1.       Definitions .............................................1
         1.1      Account .................................................1
         1.2      Accrued Benefit .........................................2
         1.3      Actual deferral percentage or ADP .......................2
         1.4      Adjustment date .........................................3
         1.5      Affiliated employer .....................................3
         1.6      Board ...................................................3
         1.7      A break in service ......................................4
         1.8      Code ....................................................4
         1.9      Committee ...............................................4
         1.10     Company .................................................4
         1.11     Company stock ...........................................4
         1.12     Compensation ............................................4
         1.13     Computation period ......................................5
         1.14     Contribution percentage .................................5
         1.15     Disability ..............................................6
         1.16     Effective date ..........................................6
         1.17     Elective deferral or elective deferrals .................7
         1.18     Eligible employee .......................................7
         1.19     Employee ................................................8
         1.20     Entry date ..............................................8
         1.21     ERISA ...................................................8
         1.22     Excess aggregate contributions ..........................9
         1.23     Excess contributions ....................................9
         1.24     Excess elective deferral ................................9
         1.25     Highly compensated participant ..........................9
         1.26     Hour of service ........................................10
         1.27     Leased employee ........................................12
         1.28     Matching contributions .................................12
         1.29     Nonhighly compensated participant ......................13
         1.30     Normal retirement age ..................................13
         1.31     Participant ............................................13
         1.32     Participating Employer .................................14
         1.33     Plan ...................................................14
         1.34     Plan year ..............................................14
         1.35     Predecessor plan .......................................14
         1.36     Qualified nonelective contributions ....................14
         1.37     Retire or retirement ...................................14
         1.38     Salary reduction contributions .........................14
         1.39     Service ................................................14
1.40     Spouse or surviving spouse .............................15
         1.41     Statutory compensation .................................15
         1.42     Testing compensation ...................................15
         1.43     Trust or trust fund ....................................16
         1.44     Trustee ................................................16
         1.45     Trust agreement ........................................16
         1.46     Year of service ........................................16

Section  2.       Contributions to the Trust and Allocation Thereof ......16
         2.1      Salary Reduction Contributions .........................16
         2.2      Matching Contributions .................................23
         2.3      Discretionary Supplemental Employer Contributions ......28
         2.4      General Limitations ....................................28

Section  3.       Vesting ................................................29
         3.1      General ................................................29
         3.2      Forfeitures ............................................29
         3.3      Change in Vesting Schedule .............................29
         3.4      Predecessor Plan .......................................30

Section  4.       Pretermination Distributions; Loans ....................30
         4.1      Hardship ...............................................30
         4.2      Distributions After Age 59 1/2 .........................32
         4.3      Distributions Prior to Age 59 1/2 ......................33
         4.4      Loans ..................................................34
         4.5      Termination of Service Prior To Distribution ...........35

Section  5.       Termination Distributions ..............................35
         5.1      Distributions on Account of Retirement or Disability ...35
         5.2      Distributions on Account of Death ......................38
         5.3      Special Provisions and Definitions .....................38
         5.4      Distributions on Account of Other Termination of
                    Service ..............................................41
         5.5      Directions .............................................42
         5.6      Distributions to Alternate Payees ......................43
         5.7      Valuation ..............................................43
         5.8      Distributions from Salary Reduction Contribution
                    (before-tax) Accounts, Employer Basic Matching
                    Contribution Accounts and QNEC Accounts ..............43

Section  6.       Adjustment of Accounts .................................44
         6.1      Adjustment of Accounts .................................45
         6.2      Loan Account ...........................................45
         6.3      General ................................................46

Section  7.       Participant Direction of Investments ...................46
         7.1      Participant Directed Investments .......................46
         7.2      General ................................................47

                                       ii
Section  8.       Administration by Committee ............................48
         8.1      Membership of Committee ................................48
         8.2      Committee Officers; Subcommittee .......................48
         8.3      Committee Meetings .....................................48
         8.4      Transaction of Business ................................48
         8.5      Committee Records ......................................49
         8.6      Establishment of Rules; Interactive Voice and
                    Other Systems ........................................49
         8.7      Conflicts of Interest ..................................49
         8.8      Correction of Errors ...................................49
         8.9      Authority to Interpret Plan ............................50
         8.10     Third Party Advisor ....................................50
         8.11     Compensation of Members ................................51
         8.12     Committee Expenses .....................................51
         8.13     Indemnification of Committee ...........................51

Section  9.       Management of Funds and Amendment of Plan ..............51
         9.1      Fiduciary Duties .......................................51
         9.2      Trust Agreement ........................................53
         9.3      Authority to Amend .....................................53
         9.4      Requirements of Writing ................................54

Section  10.      Allocation of Responsibilities Among
                    Named Fiduciaries ....................................54
         10.1     Duties of Named Fiduciaries ............................54
         10.2     Co-fiduciary Liability .................................55

Section  11.      Benefits Not Assignable; Facility of Payments ..........55
         11.1     Benefits Not Assignable ................................55
         11.2     Payments to Minors and Others ..........................56

Section  12.      Termination of Plan and Trust; Merger or
                    Consolidation of Plan ................................56
         12.1     Complete Termination ...................................56
         12.2     Partial Termination ....................................57
         12.3     Merger or Consolidation ................................57
         12.4     Protection of Benefits .................................58

Section  13.      Communication to Employees .............................58

Section  14.      Claims Procedure .......................................58
         14.1     Filing of a Claim for Benefits .........................58
         14.2     Notification to Claimant of Decision ...................58
         14.3     Procedure for Review ...................................59
         14.4     Decision on Review .....................................59
         14.5     Action by Authorized Representative of Claimant ........60

                                       iii
Section  15.      Portability of Participant Accounts ....................60
         15.1     Definitions ............................................60
         15.2     Construction ...........................................61

Section  16.      Rollovers ..............................................61
         16.1     Timing .................................................61
         16.2     Eligibility ............................................62
         16.3     Maximum Amount .........................................62
         16.4     Accounting .............................................62
         16.5     Transfers Prior to Becoming a Participant ..............62

Section  17.      Special Provisions Relating to Transfers From
                    Qualified Plans ......................................62
         17.1     Accounting .............................................62
         17.2     Liability of Trustee ...................................63
         17.3     Protected Benefits Under Section 411(d)(6) of
                    the Code .............................................63
         17.4     Authority of Committee .................................63
         17.5     Impermissible Transfers ................................63

Section  18.      Special Top-Heavy Provisions ...........................63
         18.1     Definitions ............................................64
         18.2     Top-Heavy Requirements .................................66

Section  19.      Limitations on Allocations .............................67
         19.1     Limitations ............................................67
         19.2     Adjustments ............................................67
         19.3     Participation in this Plan and a Defined Benefit Plan ..69
         19.4     Definitions ............................................70

Section  20.      Parties to the Plan; Transfers of Employees ............72
         20.1     Application of Plan and Trust Agreement ................72
         20.2     Service with a Participating Employer ..................72
         20.3     Contributions by each Participating Employer ...........72
         20.4     Authority of Board .....................................73

Section  21.      Compliance with the Uniformed Services Employment and
                  Reemployment Rights Act of 1994 ........................73
         21.1     Treatment of USERRA Contributions ......................73
         21.2     Rights With Respect to Salary Reduction Contributions ..74
         21.3     Special Service Crediting Rules ........................74
         21.4     Loans ..................................................75
         21.5     Definitions ............................................75
         21.6     Construction ...........................................75

Section  22.      Special Provisions Applicable to ESOP ..................75
         22.1     Investment .............................................75

                                       iv
22.2     Distributions ..........................................75
         22.3     Restrictions on Company stock ..........................75
         22.4     Proxy Voting ...........................................76
         22.5     Valuations .............................................76
         22.6     Diversification ........................................76
         22.7     Dividends ..............................................77

Section  23.      Miscellaneous Provisions ...............................77
         23.1     Notices ................................................77
         23.2     Lost Distributees ......................................77
         23.3     Reliance on Data .......................................77
         23.4     Bonding ................................................78
         23.5     Receipt and Release for Payments .......................78
         23.6     No Guarantee ...........................................78
         23.7     Headings ...............................................78
         23.8     Continuation of Employment .............................78
         23.9     Construction ...........................................79

EXHIBIT A         Testing Compensation

EXHIBIT B         Participating Employers

EXHIBIT C         Plan Loan Rules
                  for Participant Loans

                                        v
BB&T CORPORATION 401(K)
                                  SAVINGS PLAN

                                  INTRODUCTION
                                  ------------

                  Effective as of July 1, 1982,  Branch  Banking & Trust Company
("BB&T")  established  a savings  and  thrift  plan (the  "prior  plan") for the
benefit of its employees and the employees of its participating affiliates.  The
prior plan was entitled the "Savings and Thrift Plan for the Employees of Branch
Banking & Trust  Company."  The prior  plan was last  restated  effective  as of
January  1, 1994.  On  February  28,  1995,  BB&T  Corporation  (the  "Company")
(formerly,  the Southern National  Corporation) and BB&T Financial  Corporation,
the former parent corporation of BB&T, were merged. As a result of the corporate
merger, the Company became the parent corporation of BB&T and the sponsor of the
prior  plan.  Effective  as of January  1, 1996,  the name of the prior plan was
changed to the "Southern National  Corporation 401(k) Savings Plan." As a result
of the change in the Company's  corporate name to BB&T Corporation,  the name of
the prior plan was ultimately  changed to the "BB&T  Corporation  401(k) Savings
Plan." This plan amends and restates  the prior plan  effective as of January 1,
2000.
BB&T CORPORATION
401(K) SAVINGS PLAN*

                  Section 1.Definitions:
                  ---------------------
                  As used in the  plan,  including  this  Section  1, and in the
trust  agreement  which is a part of the plan,  references  to one gender  shall
include the other and, unless otherwise indicated by the context:

                  1.1    "Account" means the aggregate of the separate  accounts
maintained  by the  Committee  with  respect to each  participant.  The separate
accounts so maintained shall include one or more of the following:

                  1.1.1  "Salary reduction  contribution  (before-tax)  account"
         means the  subaccount of the  participant  that is credited with salary
         reduction  contributions  made by the  participant  to the  plan or the
         predecessor plan (as defined in Section 1.35).

                  1.1.2  "Voluntary contribution  (after-tax) account" means the
         subaccount  of  the   participant   that  is  credited  with  after-tax
         contributions made by the participant to the predecessor plan.

                  1.1.3  "Employer  basic  matching  contribution account" means
         the subaccount of the participant that is credited with basic  matching
         contributions made on behalf of the participant to the plan pursuant to
         Section 2.2.1(i).

                  1.1.4  "Employer supplemental  matching  contribution account"
         means  the  subaccount  of  the  participant   that  is  credited  with
         supplemental  matching  contributions made on behalf of the participant
         to the plan pursuant to Section  2.2.1(ii)  and matching  contributions
         made to the predecessor plan prior to January 1, 2000.

                  1.1.5  "Employer  profit  sharing  contribution account" means
         the subaccount of the participant that is credited with supplemental or
         profit sharing  contributions  made on behalf of the participant to the
         plan or the predecessor plan.

--------
*Note:  Except as  otherwise  provided  in Section  1.16,  this plan  amends and
supersedes  as of January 1, 2000,  the BB&T  Corporation  401(k)  Savings Plan,
which was first adopted July 1, 1982 and last amended and restated  effective as
of January 1, 1994.  Reference is made to the BB&T  Corporation  401(k)  Savings
Plan Trust Agreement, of even date herewith, which is a part of the plan.
1.1.6 "ESOP account"  means the subaccount of the  participant
         that  is  credited  with  ESOP  contributions  made  on  behalf  of the
         participant to the predecessor plan. If a participant was a participant
         in more than one ESOP  previously  established  under  the  predecessor
         plan, a separate ESOP account shall be maintained  for the  participant
         under each such ESOP.

                  1.1.7  "Prior  plan  account"  means  the  subaccount  of  the
         participant that is credited with  contributions  made on behalf of the
         participant  to the Thrift Plan for the  Employees of Branch  Banking &
         Trust  Company and the Profit  Sharing Plan for the Employees of Branch
         Banking & Trust Company prior to their merger into the predecessor plan
         on January 1, 1986.

                  1.1.8 "PAYSOP account" means the subaccount of the participant
         that is  credited  with  employer  contributions  made on behalf of the
         participant  to the Southern  National  Employee  Stock  Ownership Plan
         prior to its merger into the predecessor plan on May 13, 1996 or to the
         United Carolina  Bancshares  Corporation Dollar Plus Savings Plan prior
         to its merger into the predecessor plan on December 12, 1997.

                  1.1.9 "QNEC account"  means the subaccount of the  participant
         that is  credited  with  qualified  nonelective  contributions  made on
         behalf of the participant to the plan or the predecessor plan.

                  1.1.10 "Loan account" means the subaccount of the  participant
         that is credited with payments of principal and interest as provided in
         Section 6.2.

                  1.1.11  "Rollover   account"   means  the  subaccount  of  the
         participant  that is credited with rollover  contributions  made by the
         participant to the plan or the predecessor plan.

                  1.2  "Accrued  Benefit" means with respect to each participant
the  balance  in his  account as of the  applicable  adjustment  date  following
adjustment thereof as provided in Section 6.

                  1.3   "Actual  deferral percentage" or "ADP" with respect to a
participant  for a plan year  means the ratio  (expressed  as a  percentage  and
calculated  to the  nearest  one-hundredth  of a  percentage  point) of: (i) the
salary  reduction  contributions,  if any, made to the trust under the plan by a
Participating Employer on behalf of the participant for the plan year other than
salary reduction  contributions  distributed to the participant  pursuant to the
provisions of Section 19.2(i) (relating to the return of contributions in excess
of the limitations of Section 415 of the Code); to (ii) his testing compensation
(as defined in Section 1.42) for that portion of the plan year during which he

                                        2
was a  participant.  Pursuant  to  regulations  issued by the  Secretary  of the
Treasury,  the Committee may elect to take into account  matching  contributions
made on  behalf of any  participant  to any  qualified  plan  maintained  by the
Participating Employer or an affiliated employer for purposes of determining the
ADP of such participant. In no event will matching contributions which are taken
into account for purposes of determining the ADP of a participant, be taken into
account  in  determining  the  contribution   percentage  of  such  participant.
Notwithstanding the foregoing,  the ADP of a nonhighly  compensated  participant
shall be determined  without regard to any excess elective  deferrals made under
the plan or any other plan maintained by an affiliated  employer with respect to
him. The ADP for a specified group of participants  for a plan year shall be the
average  (expressed as a percentage and calculated to the nearest  one-hundredth
of a percentage point) of the ADPs calculated separately for each participant in
such group.  The ADP of a participant who is eligible to make a salary reduction
contribution under the plan but does not do so, or who is not eligible to make a
salary reduction  contribution  because  allocations to his account would exceed
the dollar limitation or the statutory compensation  limitation in Section 19.1,
shall be zero.  The  determination  and treatment of the ADP of any  participant
shall satisfy such other  requirements  as may be prescribed by the Secretary of
the Treasury.

                  1.4  "Adjustment  date"  means  each day on which the New York
Stock Exchange is open for business.  The last adjustment date in each plan year
is sometimes referred to herein as the "year-end adjustment date."

                  1.5  "Affiliated employer" means: (i) any  corporation that is
a member of a controlled group of corporations  (as defined in Section 414(b) of
the Code) which includes the Company; (ii) any trade or business (whether or not
incorporated)  that is under common control (as defined in Section 414(c) of the
Code) with the Company;  (iii) any  organization  (whether or not  incorporated)
that is a member of an affiliated service group (as defined in Section 414(m) of
the Code) which includes the Company;  and (iv) any other entity  required to be
aggregated with the Company pursuant to Section 414(o) of the Code.

                                        3
1.6   "Board"  means the Board of Directors of the Company.

                  1.7   A "break in service" means a computation period in which
an employee  does not complete more than 500 hours of service and shall occur at
the beginning of such computation period.

                  1.8   "Code" means  the  Internal  Revenue  Code of  1986,  as
amended, and rules and Treasury Regulations issued thereunder.

                  1.9   "Committee" means  the administrative Committee provided
for in Section 8.

                  1.10  "Company"  means  BB&T  Corporation,  a  North  Carolina
corporation with its principal office at Winston-Salem, North Carolina.

                  1.11  "Company  stock"  means shares of common stock issued by
the Company which are readily tradable on an established  securities  market. As
of the  effective  date,  the  Company  stock is  listed  on the New York  Stock
Exchange under the Symbol "BBT."

                  1.12  "Compensation" means wages within the meaning of Section
3401(a) of the Code and all other payments of compensation to an employee by the
Participating  Employer (in the course of the Participating  Employer's trade or
business)  for which the  Participating  Employer  is  required  to furnish  the
employee a written statement under Sections 6041(d),  6051(a)(3) and 6052 of the
Code,  but determined  without  regard to any rules that limit the  remuneration
included  in wages  based on the nature or  location  of the  employment  or the
services performed,  plus any amounts contributed by the Participating  Employer
pursuant to a salary  reduction  agreement which are not includible in the gross
income of the employee under Section 125, 402(e)(3), 402(h) or 403(b)

                                        4
of the Code, if any, and less reimbursements or other expense allowances, fringe
benefits, moving expenses, deferred compensation, and welfare benefits. For plan
years  beginning on or after January 1, 1989,  but prior to January 1, 1994, the
annual  compensation  of each  employee  taken  into  account  shall not  exceed
$200,000.  This limitation shall be adjusted by the Secretary of the Treasury at
the same time and in the same manner as under Section 415(d) of the Code, except
that the dollar  increase in effect on January of any calendar year is effective
for plan years  beginning in such calendar year and the first  adjustment to the
$200,000 limitation is effective on January 1, 1990. For plan years beginning on
or after January 1, 1994,  the annual  compensation  of each employee taken into
account  under  the  plan  shall  not  exceed  $150,000,   as  adjusted  by  the
Commissioner  for  increases  in the cost of living in  accordance  with Section
401(a)(17)(B)  of the  Code.  The  cost-of-living  adjustment  in  effect  for a
calendar  year  applies to any  period,  not  exceeding  12  months,  over which
compensation  is  determined  (the  "determination  period")  beginning  in such
calendar year. The $200,000  limitation and the $150,000  limitation,  whichever
shall  be  applicable,   shall  be  hereinafter   referred  to  as  the  "annual
compensation  limitation." If a  determination  period consists of fewer than 12
months, the annual compensation limitation will be multiplied by a fraction, the
numerator of which is the number of months in the determination  period, and the
denominator of which is 12.

                  1.13   "Computation  period"  means  a  12  consecutive  month
         period, as follows:

                  1.13.1 For  purposes of plan  participation,  the  computation
         period initially shall be the 12 consecutive  month period beginning on
         the date an employee  first  completes an hour of service.  Thereafter,
         the computation period shall be the plan year,  beginning with the plan
         year  containing  the first  anniversary of the date the employee first
         completed an hour of service.

                  1.13.2 For all other purposes under the plan, the  computation
         period shall be the plan year.

                                        5
1.14   "Contribution percentage" with respect to a participant
for a plan year means the ratio (expressed as a percentage and calculated to the
nearest one-hundredth of a percentage point) of: (i) the matching  contributions
made to the trust under the plan on the participant's  behalf for the plan year;
to (ii) his testing  compensation  (as defined in Section 1.42) for that portion
of the plan year during which he was a participant.  The contribution percentage
for a  specified  group of  participants  for a plan year  shall be the  average
(expressed  as a percentage  and  calculated to the nearest  one-hundredth  of a
percentage point) of the contribution percentages calculated separately for each
participant in such group.  Pursuant to  regulations  issued by the Secretary of
the Treasury,  the Committee may elect to take into account  elective  deferrals
made on  behalf of any  participant  to any  qualified  plan  maintained  by the
Participating Employer or an affiliated employer for purposes of determining the
contribution  percentage of such  participant.  Notwithstanding  the  foregoing,
salary  reduction  contributions  distributed  to a participant  pursuant to the
provisions of Section 19.2(i) (relating to the return of contributions in excess
of the  limitations  of  Section  415 of the  Code) and  matching  contributions
forfeited by a participant pursuant to the provisions of Section 2.2.4 (relating
to  the   forfeiture   of   matching   contributions   attributable   to  excess
contributions, excess elective deferrals and excess aggregate contributions) may
not  be  taken  into  account  for  purposes  of  determining  the  contribution
percentage  of  such  participant.   The  determination  and  treatment  of  the
contribution percentage of any participant shall satisfy such other requirements
as may be prescribed by the Secretary of the Treasury.

                  1.15   "Disability" means a  condition for which a participant
is entitled to disability benefits under the BB&T Corporation Disability Plan.

                  1.16   "Effective date" of the plan  means  January  1,  2000.
However,  in order to comply with the  Retirement  Protection  Act of 1994,  the
Uniformed  Services  Employment and  Reemployment  Rights Act of 1994, the Small
Business Job Protection  Act of 1996,  the Taxpayer  Relief Act of 1997, and the
Internal Revenue Service  Restructuring  and Reform Act of 1998, which are first
effective  as of an  earlier  date,  the  following  Sections  of the  plan  are
effective as indicated below:

                                        6
Section                            Effective Date
                           -------                            --------------
                           Section 1.3                        January 1, 1997
                           Section 1.12                       January 1, 1997
                           Section 1.14                       January 1, 1997
                           Section 1.25                       January 1, 1997
                           Section 1.27                       January 1, 1997
                           Section 1.39                       January 1, 1998
                           Section 1.41                       January 1, 1998
                           Section 2.1.4                      January 1, 1997
                           Section 2.2.3                      January 1, 1997
                           Section 5.1.2(h)                   January 1, 1997
                           Section 5.3.1                      January 1, 1997
                           Section 5.3.3(f)                   January 1, 1997
                           Section 15.1.1                     January 1, 1999
                           Section 19.1                       January 1, 1995
                           Section 21                         October 13, 1996

                  1.17   "Elective deferral" or "elective deferrals" means, with
respect to any taxable year of a participant, the sum of:

                  (a)    Any employer contribution  under  a  qualified  cash or
         deferred  arrangement (as defined in Section 401(k) of the Code) to the
         extent not includible in the participant's gross income for the taxable
         year under Section 402(e)(3) of the Code,  including a salary reduction
         contribution made on behalf of the participant under Section 2.1 of the
         plan;

                  (b)    Any employer contribution under a  simplified  employee
         pension  plan (as defined in Section  408(k) of the Code) to the extent
         not includible in the  participant's  gross income for the taxable year
         under Section 402(h)(1)(B) of the Code;

                  (c)    Any  employer  contribution   made  on  behalf  of  the
         participant to purchase an annuity contract under Section 403(b) of the
         Code pursuant to a salary  reduction  agreement  (within the meaning of
         Section 3121(a)(5)(D) of the Code); and

                  (d)    Any elective employer contribution  made on behalf of a
          participant under Section 408(p)(2)(A)(i) of the Code.

Notwithstanding  any  provisions  of the  plan  to the  contrary,  the  elective
deferrals of any participant for any taxable year of the participant  made under
this  plan,  and any  other  qualified  plan  maintained  by the  Company  or an
affiliated employer, shall not in the aggregate exceed $10,500 (or such greater

                                        7
amount as may be permitted under Section 402(g)(4), (5) or (8) of the Code). See
Section 2.1.1 of the plan permitting distribution of excess elective deferrals.

                  1.18   "Eligible   employee"   means   each   employee   of  a
         Participating Employer except the following:

                  (a)   An employee included in a unit of employees covered by a
         bona fide collective bargaining agreement with a Participating Employer
         that does not  specifically  provide for coverage of the employee under
         the plan;  provided,  that retirement benefits were the subject of good
         faith  bargaining  between  the  Participating  Employer  and  employee
         representatives.

                  (b)   An employee  who is a  nonresident alien and receives no
         earned  income  (within the meaning of Section  911(d)(2)  of the Code)
         from the Participating Employer constituting income from sources within
         the United  States  (within  the  meaning of Section  861(a)(3)  of the
         Code).

                  (c)   An  individual  who  is deemed to be an employee  solely
         because he is a leased employee.

                  (d)   An  individual  who  is  an  employee  of  an affiliated
         employer that has not adopted the plan and is on a temporary assignment
         to a Participating Employer.

See  Section  1.31  for  provisions  governing  participation  in the plan by an
eligible employee.

                  1.19   "Employee"  means, except as otherwise provided herein,
an individual in the service of a  Participating  Employer  if the  relationship
between him and the employer is the legal relationship of employer and employee.
In  determining  who is an  employee  for  purposes of the plan,  the  following
provisions shall apply:

                  1.19.1 All leased employees shall be treated as employees.

                  1.19.2 An  individual  who is  identified  on the  books  and
         records of a Participating Employer as other than a common law employee
         shall not be treated as an employee for purposes of the plan regardless
         of a later  agency or  judicial  determination  to the effect that such
         individual is a common law employee of a Participating Employer.

                                        8
See Sections 1.18 and 1.31 for provisions  governing  eligibility of an employee
to become a participant in the plan.

                  1.20   Entry date  means the first day of each calendar month.

                  1.21   ERISA means the Employee Retirement Income Security Act
of 1974, as amended  (including  amendments of the Code affected  thereby),  and
rules and regulations issued thereunder.

                  1.22   Excess aggregate contributions means, with  respect  to
any plan year, the excess of:

                  (a)    The  aggregate  amount of matching  contributions  (and
         any elective deferrals taken into account in computing the contribution
         percentage)  actually made to the trust on behalf of highly compensated
         participants for such plan year; over

                  (b)   The maximum amount of such contributions permitted under
         the limitations described in Section 2.2.2.

                  1.23  "Excess  contributions"  means, with respect to any plan
year, the excess of:

                  (a)   The aggregate amount of salary  reduction  contributions
         (and any matching  contributions  taken into  account in computing  the
         ADP)  actually  made to the  trust  on  behalf  of  highly  compensated
         participants for such plan year; over

                  (b)   The maximum amount of such contributions permitted under
         the limitations of Section 2.1.4.

                  1.24  "Excess  elective  deferral"  for any taxable  year of a
participant means the amount of the elective deferral on behalf of a participant
for any taxable year of such  participant  in excess of $10,500 (or such greater
amount as may be permitted pursuant to the provisions of Sections 402(g)(4), (5)
and (8) of the Code).  Excess elective deferral also shall refer to the specific
amount of elective  deferrals for the taxable year of the participant  which the
participant allocates to this plan pursuant to the provisions of Section 2.1.1.

                                        9
1.25  Highly compensated participant means any participant who
is a highly  compensated  employee.  "Highly  compensated  employee"  means  any
employee who:

                  (a)  during  the plan year or  preceding  plan year was at any
         time a 5 percent  owner (as  defined  in  Section  416(i)(1)(B)  of the
         Code); or

                  (b)  during  the  preceding   plan  year  received   statutory
         compensation  (as  defined  in  Section  1.41)  from  the  Company  and
         affiliated  employers  in excess of $80,000  (as  adjusted  pursuant to
         Section  414(q)(1)  of the  Code)  and  was in the  top-paid  group  of
         employees for such preceding plan year.

For purposes of this Section 1.25, the following provisions shall apply:

                  1.25.1 An employee who performs service for the Company or any
         affiliated  employer  at any time  during a plan  year  shall be in the
         top-paid  group of employees  for such year if such  employee is in the
         top 20 percent  of the  employees  of the  Company  and its  affiliated
         employers  ranked on the basis of  statutory  compensation  paid during
         such year.

                  1.25.2  A  former  employee  shall  be  treated  as  a  highly
         compensated  employee if he was a highly  compensated  employee when he
         separated  from service,  or was a highly  compensated  employee at any
         time after attaining age 55.

The  determination  of who  is a  highly  compensated  employee,  including  the
determination  of the number and identity of  employees  in the top-paid  group,
shall be made in accordance with Section 414(q) of the Code.

                  1.26   "Hour of service"  means the following:

                  1.26.1 Each hour for which an employee is paid, or entitled to
         payment,  by the Company or an affiliated  employer for the performance
         of duties.  Each such hour shall be credited to the computation  period
         in which the duties are performed.

                  1.26.2 Each hour for which an employee is paid, or entitled to
         payment,  by the Company or an affiliated employer for a period of time
         during  which no duties are  performed,  irrespective  of  whether  the
         employment relationship has terminated, by reason of vacation, holiday,
         illness,   incapacity  (including  disability),   lay-off,  jury  duty,
         military duty or leave of absence.  Each such hour shall be credited to
         the  computation  period in which no duties are performed.  In applying
         this Section 1.26.2, the following provisions shall apply:

                                       10
(i) The number of hours to be  credited to any single
                  continuous  period  (whether  or not such  period  occurs in a
                  single  computation  period)for which hours are credited shall
                  be the lesser  of:  (a) 501 hours,  or (b) the number of hours
                  for which the  employee  is paid with  respect to such  single
                  continuous period;

                           (ii) No  hours  shall be  credited  with  respect  to
                  payments  made to the  employee  for the purpose of  complying
                  with   applicable    workers'    compensation,    unemployment
                  compensation  or disability  insurance  laws, or payments made
                  solely to  reimburse  an  employee  for  medical or  medically
                  related expenses incurred by the employee; and

                           (iii) An amount paid to an employee by the Company or
                  an affiliated employer indirectly, such as by a trust, fund or
                  insurer to which the  Company  or  affiliated  employer  makes
                  contributions or pays premiums,  shall be deemed to be paid by
                  the Company or affiliated employer.

                  1.26.3 Each hour (to the extent not included in Section 1.26.1
         or 1.26.2) for which back pay,  irrespective  of mitigation of damages,
         has been either  awarded or agreed to by the  Company or an  affiliated
         employer. Each such hour shall be credited to the computation period or
         periods to which the award or  agreement  pertains  rather  than to the
         computation period in which the award, agreement or payment is made.

                  1.26.4  Each hour for which an  employee  is not  actually  in
         service but is required to be given credit for service under any law of
         the  United  States,  including,  but not  limited  to,  the Family and
         Medical  Leave Act of 1993.  Each such hour  shall be  credited  to the
         computation  period or periods for which the employee is required to be
         given credit for service.

                  1.26.5  Solely  for the  purpose  of  determining  whether  an
         employee has  incurred a break in service,  each hour with respect to a
         period  during which he is absent from work for  maternity or paternity
         reasons which otherwise would be credited to such employee but for such
         absence, or if such hours cannot be determined,  8 hours of service per
         day of such absence.  For purposes of this Section  1.26.5,  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  Section  1.26.5  shall be credited  with
         respect  to the  computation  period in which the  absence  begins,  if
         necessary to prevent a break in service in such computation  period. In
         all  other  cases,  such  hours of  service  shall be  credited  to the
         subsequent  computation period. No more than 501 hours of service shall
         be required to be credited  for  maternity  or  paternity  reasons.  No
         credit  shall be given under this Section  1.26.5,  unless the employee
         furnishes to the  Committee  such timely  information  as the Committee
         reasonably  may require to  establish  that the absence is for a reason
         described in this Section 1.26.5 and the number of days for which there
         was such an absence.

                                       11
1.26.6  Solely  for the  purpose  of  determining  whether  an
         employee  has  incurred a break in service,  an employee  who is absent
         from  work  due to a leave of  absence  approved  by the  Participating
         Employer  for which he is not paid  (other  than a leave of absence for
         maternity or  paternity  reasons)  shall be credited  with each hour of
         service such  employee  would  otherwise be credited  with but for such
         leave of  absence.  The  hours of  service  credited  pursuant  to this
         Section 1.26.6 shall be credited with respect to the computation period
         in which the absence begins, if necessary to prevent a break in service
         in such computation  period.  In all other cases, such hours of service
         shall be credited to the subsequent  computation  period.  No more than
         501 hours of service shall be required to be credited due to such leave
         of absence.  The hours of service granted pursuant to the provisions of
         this Section 1.26.6 shall be disregarded  if the  participant  does not
         return  to  service  upon the  expiration  of such  leave  of  absence;
         provided  that this  sentence  shall not apply if the employee  dies or
         becomes disabled during such leave of absence.

An employee for whom the Company or an affiliated  employer maintains records of
hours for which payment for the  performance of duties is made shall be credited
with hours of service on the basis of such records.  Any other employee shall be
credited  with 45 hours of service for each week if under this  Section  1.26 he
would  be  credited  with at least  one  hour of  service  for  such  week.  The
provisions  of this  Section  1.26  shall  be  applied  in  accordance  with the
provisions of Department of Labor Regulations  Sections  2530.200b-2(b) and (c),
which are incorporated herein by reference.

                  1.27   "Leased employee" means any  individual,  other than an
employee of the Company  or an  affiliated employer (the "recipient  employer"),
who, pursuant to  an  agreement  between  the  recipient  employer and any other
person (the "leasing organization") has performed  services  for  the  recipient
employer, or the recipient employer and related persons determined in accordance
with Section 414(n) of the Code, on a substantially full-time basis for a period
of  at  least  one  year,  and  such  services  are  performed under the primary
direction  or  control  of  the recipient employer.  Contributions  or  benefits
provided a leased employee by the leasing  organization that are attributable to
services performed for the  recipient  employer  shall be treated as provided by
the recipient employer.  A leased  employee  shall not be considered an employee
of the recipient employer if: (a) such individual is covered by a money purchase

                                       12
pension plan  providing (i) a  nonintegrated  employer  contribution  rate of at
least 10 percent of statutory compensation, (ii)  immediate  participation,  and
(iii) full and immediate  vesting; and (b) leased  employees  do not  constitute
more  than  20  percent of  the  recipient employer's nonhighly compensated work
force as defined in Section 414(n)(5)(C)(ii) of the Code.

                  1.28   "Matching contributions" means  the amounts contributed
to the plan  by a  Participating  Employer pursuant to the provisions of Section
2.2. The amounts contributed to the plan by a  Participating  Employer  pursuant
to Section  2.2.1(i) are sometimes   referred  to  herein  as  "basic   matching
contributions." The amounts contributed to the plan by a Participating  Employer
pursuant to Section 2.2.1(ii) are sometimes  referred to herein as "supplemental
matching contributions."

                  1.29   "Nonhighly compensated participant" means a participant
who is  not a  highly compensated participant.

                  1.30   "Normal  retirement age" of a participant means age 65.
The "normal retirement  date" of  a  participant  means the date the participant
attains his normal retirement age.

                  1.31   "Participant" means with respect to any  plan  year  an
eligible  employee  who has entered the plan and any former  employee who has an
accrued  benefit under the plan. An eligible  employee or former employee on the
effective  date  who  was a  participant  in the  predecessor  plan  immediately
preceding the effective date, or who was eligible to enter the predecessor  plan
as a participant on the effective  date,  shall be a participant in this plan as
of the effective  date. For purposes of Section 2.1.1 (making  salary  reduction
contributions),  an eligible  employee  who has not  otherwise  entered the plan
shall become a participant as of the entry date next following the completion of
90  days  of  service.   For  purposes  of  Section  2.2.1  (receiving  matching

                                       13
contributions),  an eligible employee shall become a participant as of the entry
date next following the later of (i) the close of the first  computation  period
in which he completes 1,000 or more hours of service;  or (ii) attainment of age
21. For the purpose of applying the  foregoing  provisions of this Section 1.31,
the following  provisions  shall apply:  (i) an eligible  employee who is not in
service  on the date he is  eligible  to enter the plan shall not enter the plan
until he reenters  service as an eligible  employee,  whereupon  he  immediately
shall enter the plan; and (ii) a participant  who  terminates  service and later
reenters service shall reenter the plan as of the date he reenters service as an
eligible employee.

                  1.32   "Participating Employer"  means  the  Company  and each
employer that has adopted the plan and is listed on Exhibit B  attached  hereto.
See Section 20 for special provisions concerning Participating Employers.

                  1.33   "Plan" means the BB&T Corporation 401(k)  Savings  Plan
as  herein set out or as duly  amended.  That portion of the plan  consisting of
the ESOP accounts shall constitute a stock  bonus  plan  and an  employee  stock
ownership  plan  within  the  meaning  of  Section  4975(e)(7)  of the Code (the
"ESOP").  See Section 22 for special rules that apply to the ESOP. The remainder
of the plan shall constitute a profit sharing plan.

                  1.34   "Plan  year"  means   the  12-month  period  ending  on
December 31 of each year.

                  1.35   "Predecessor plan" means the  BB&T  Corporation  401(k)
Savings  Plan in effect  prior to January 1, 2000,  and any other plan which was
merged into such plan or whose assets and liabilities  were  transferred to such
plan prior to such date. The term "predecessor plan" shall also include any plan
which is merged into this plan or whose assets and  liabilities  are transferred
to this plan after the effective date.

                  1.36   "Qualified    nonelective    contributions"   means   a
contribution made by the Company pursuant to Section 2.1.4(iv) of the plan.

                                       14
1.37   "Retire  or   retirement"   means   the   participant's
termination of service on or after his normal retirement date.

                  1.38   "Salary    reduction    contributions"     means    the
contributions  described  in  Section  2.1  which  are  made  to  the  plan by a
Participating  Employer on  behalf of a  participant  who has elected to defer a
specified  percentage of his compensation.

                  1.39   "Service"  means employment by a Participating Employer
or  an  affiliated  employer  as  an  employee. An employee's service shall also
include  his  service  with  an  employer  that  is  acquired by a Participating
Employer or one of  its affiliated employers,  whether by merger, acquisition of
assets or stock, or otherwise;  provided that, the employee  becomes an employee
of a  Participating Employer or one of  its  affiliated employers as a result of
such acquisition.

                  1.40   "Spouse"  or   "surviving  spouse"  means  the  legally
married spouse or surviving  spouse of a  participant;  provided,  that a former
spouse shall be treated as the spouse or surviving spouse to the extent provided
under  a  qualified  domestic relations order described in Section 414(p) of the
Code.

                  1.41   "Statutory compensation" means wages within the meaning
of Section 3401(a) of the Code and all  other  payments  of  compensation  to an
employee  by a  Participating  Employer  (in  the  course  of the  Participating
Employer's trade or business) for which the  Participating  Employer is required
to furnish the employee a written statement under Sections  6041(d),  6051(a)(3)
and 6052 of the Code,  other than amounts paid or  reimbursed by the Company for
moving  expenses  incurred by the employee to the extent that at the time of the
payment it is  reasonable  to believe that these  amounts are  deductible by the
employee under Section 217 of the Code. Compensation must be determined for this
purpose without regard to any rules under Section 3401(a) of the Code that limit
the  remuneration  included  in wages  based on the  nature or  location  of the

                                       15
employment or the services performed.  The statutory compensation of an employee
shall  include any  elective  deferral  (as defined in Section  402(g)(3) of the
Code) and any other amount which is contributed or deferred by the Participating
Employer at the  election of the  employee  and which is not  includible  in the
gross income of the  employee by reason of Sections 125 or 457 of the Code.  For
purposes of Section 18, the statutory  compensation  of a  participant  shall be
limited to the annual compensation limitation set forth in Section 1.12.

                  1.42   "Testing compensation" means any of the definitions  of
compensation  which are set forth on Exhibit A attached hereto, as designated by
the  Committee.   Notwithstanding   the  foregoing,   a  participant's   testing
compensation shall be subject to the annual compensation limitation set forth in
Section 1.12. The definition of  compensation  designated by the Committee for a
particular  plan year shall be used for  purposes  of  determining  the  testing
compensation of all participants for such year.

                  1.43   "Trust" or "trust fund"  means  the  trust fund held by
the Trustee under the plan.

                  1.44   "Trustee"  means the entity appointed by the Company to
administer the trust.

                  1.45   "Trust agreement" means the trust agreement between the
Company  and the Trustee which shall be a part of the plan.

                  1.46   "Year of service" means the following:

                  1.46.1 With respect to service  prior to the  effective  date,
         years of continuous service as determined  pursuant to the terms of the
         predecessor plan.

                  1.46.2 With respect to service on or after the effective date,
         1,000 or more hours of service during a computation  period;  provided,
         that no year of service following 5 consecutive breaks in service shall
         be taken  into  account in  determining  the  vested  percentage  of an
         employee's accrued benefit that accrued before such breaks in service.

                  1.46.3 Years of service  shall include any period during which
         an employee would have been a leased  employee but for the  requirement
         that a leased employee perform service for the Company,  or the Company
         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.

                                       16
Section 2.  Contributions to the Trust and Allocation Thereof:
                  ---------   -------------------------------------------------

                  2.1    Salary Reduction Contributions:

                  2.1.1  Amount  of  salary  reduction   contributions;   Excess
         elective  deferrals:  Each eligible  employee who becomes a participant
         and is in service may elect in the manner  provided by the Committee to
         reduce his  compensation  by a whole number  percentage not less than 1
         percent and not more than 16 percent.  The amount of the  participant's
         salary reduction shall be contributed by the Participating  Employer to
         the  trust for each plan  year as a salary  reduction  contribution  in
         accordance  with the provisions of Section 2.1.2. In no event shall the
         salary  reduction  contribution  made to this  plan with  respect  to a
         participant for any taxable year of the participant  exceed $10,500 (or
         such greater  amount as may be permitted  pursuant to the provisions of
         Sections  402(g)(4),  (5) and (8) of the  Code)  (the  "maximum  dollar
         limit").  In the event of an excess  elective  deferral  (determined by
         taking into account only the plan and any other plans  maintained by an
         affiliated  employer),  the  Participating  Employer  shall  notify the
         Committee  in  writing  on behalf  of the  participant  of such  excess
         elective  deferral and the amount  thereof shall be adjusted for income
         and losses  allocable  thereto and  distributed  to the  participant (a
         "corrective distribution") no later than the April 15 following the end
         of the taxable  year during  which such excess  elective  deferral  was
         made. The income or loss allocable to an excess elective deferral under
         the plan for the  participant's  taxable  year of the  excess  elective
         deferral  shall  be  determined  by  multiplying  the  income  or  loss
         allocable   to  the   participant's   salary   reduction   contribution
         (before-tax)  account for such taxable year by a fraction the numerator
         of  which is the  excess  elective  deferral  made to the plan for such
         taxable year and the  denominator  of which is equal to the sum of: (i)
         the  balance  in  the  participant's   salary  reduction   contribution
         (before-tax) account as of the beginning of such taxable year; and (ii)
         the participant's salary reduction contributions for such taxable year.
         Income or loss allocable to an excess elective deferral for the taxable
         year shall not include income or loss for the period between the end of
         the  taxable  year and the  date of the  corrective  distribution.  The
         excess  elective  deferral which  otherwise would be distributed to the
         participant shall be reduced in accordance with Treasury regulations by
         the amount of any excess  contributions  distributed  previously to the
         participant.  If the  participant is also a participant in another plan
         or  arrangement  under  which  elective  deferrals  were  made  and the
         elective  deferrals made under such other plan or arrangement  and this
         plan  in the  aggregate  exceed  the  maximum  dollar  limit  for  such
         participant's  taxable year,  then not later than March 1 following the
         close of the taxable year during which the excess elective deferral was
         made, the  participant  may notify the Committee in writing that all or
         part of the salary reduction  contribution made on his behalf under the
         plan represents an excess elective  deferral for his preceding  taxable
         year and request that his salary reduction  contribution under the plan
         be  reduced  by a  specified  amount.  The  specified  amount  shall be
         adjusted  for income and loss  allocable  thereto in the same manner as
         heretofore  provided  in  this  Section  2.1.1.  In no  event  may  the
         participant  receive  from the plan as a corrective  distribution  with
         respect to a plan year an amount in excess of such participant's salary
         reduction  contributions  under the plan for the plan year, as adjusted
         for  income  and  losses  allocable  thereto.  Distributions  of excess
         elective  deferrals to  participants  may be made  notwithstanding  any
         other  provision of the plan or Code. The amount of any excess elective
         deferral  distributed to the participant pursuant to this Section 2.1.1
         shall not be treated as an annual addition for purposes of Section 19.

                                       18
2.1.2  Time  for  making  salary  reduction  contributions:  A
         participant's  salary  reduction  contributions  shall  be  accumulated
         through payroll  deductions and paid by the  Participating  Employer to
         the Trustee as of the  earliest  date on which such  contributions  can
         reasonably be segregated  from the general assets of the  Participating
         Employer, but in no event later than the 15th business day of the month
         following  the month in which such amounts  would  otherwise  have been
         payable to the participant in cash.

                  2.1.3  Administrative   rules   governing   salary   reduction
         contributions:

                  (i)    An election pursuant  to  Section  2.1.1  (a  "deferral
         election")  shall be made by the  participant  in accordance  with such
         rules and procedures as are adopted by the Committee from time to time.
         The  participant's  deferral  election shall become effective as of the
         beginning of the first full payroll  period  commencing on or after the
         date of receipt by the  Committee  of such  deferral  election,  unless
         otherwise provided by the Committee.  Unless modified or revoked by the
         participant,  the deferral election shall continue in effect until such
         time as he terminates  service. A new deferral election with respect to
         a participant  who terminates  service and later  reenters  service and
         becomes a  participant  shall become  effective at the beginning of the
         first  full  payroll  period  commencing  on or  after  the  date  such
         participant reenters the plan.

                  (ii)   Subject  to the  provisions  of  Section  2.1.3(v),   a
         participant  unilaterally  may modify his  deferral  election as of any
         date to increase or decrease the portion of his compensation subject to
         salary  reduction  within  the  percentage  limits set forth in Section
         2.1.1.  Any such  modification  shall be made in the manner provided by
         the Committee and shall become  effective at the beginning of the first
         full payroll  period  commencing on or after the date of receipt of the
         modified  election by the Committee  unless  otherwise  provided by the
         Committee.

                  (iii)  Subject  to  the  provisions  of  Section  2.1.3(v),  a
         participant  unilaterally may revoke his deferral  election at any time
         by  providing  notice to the  Committee  in the manner  provided by the
         Committee.  The revocation  shall become  effective at the beginning of
         the first  full  payroll  period  commencing  on or after the date such
         notification  is received by the  Committee.  A participant  may resume
         salary  reduction  contributions  at any time by making a new  deferral
         election in accordance with the provisions of Section 2.1.3(i).

                                       18
(iv)   The Committee may amend or revoke a  deferral  election
         with a participant  at any time if the Committee  determines  that such
         amendment  or  revocation  is  necessary  to  ensure  that  the  annual
         additions  (as defined in Section 19) to the accounts of a  participant
         do not exceed the annual addition limitations (described in Section 19)
         for such  participant or that the requirements of Section 2.1.4 are met
         for such plan year.

                  (v)    Notwithstanding the provisions of this Section 2.1.3 to
         the  contrary,  a  participant  who is also a  participant  in the BB&T
         Corporation   Non-Qualified  Defined  Contribution  Plan  or  the  BB&T
         Corporation   Supplemental   Defined   Contribution   Plan  for  Highly
         Compensated  Employees  may only  amend or revoke a  deferral  election
         effective as of the first day of each plan year.

                  (vi)   The  Company shall establish a payroll deduction system
         to  assist  it in making salary reduction contributions.  The Committee
         from  time to time may adopt policies or rules  governing the manner in
         which  such  contributions  may  be  made  so  that  the  plan  may  be
         administered conveniently.

                  2.1.4    Limitations on salary reduction contributions:

                  (i)    Subject to the provisions  of  Section  2.1.4(vi),  all
         deferral elections made by highly compensated participants with respect
         to any plan year  shall be valid  only if one of the tests set forth in
         Section 2.1.4(ii) is satisfied for such plan year.

                  (ii)   For each plan  year,  the ADP for the  group of  highly
         compensated  participants  for such plan year shall bear to the ADP for
         the group of nonhighly  compensated  participants  for such plan year a
         relationship that satisfies either of the following tests:

                           (a)  The  ADP  for  the  group of highly  compensated
                  participants  is  not  more  than  the  ADP  for the  group of
                  nonhighly  compensated  participants multiplied by 1.25; or

                           (b)  The  ADP for the  group  of  highly  compensated
                  participants  is not  more  than  the  ADP for  the  group  of
                  nonhighly  compensated  participants  multiplied by 2, and the
                  excess  of  the  ADP  for  the  group  of  highly  compensated
                  participants   over  the  ADP  for  the  group  of   nonhighly
                  compensated  participants is not more than 2 percentage points
                  (or such lesser amount as the Secretary of the Treasury  shall
                  prescribe  by  regulation  to prevent the multiple use of this
                  alternative  limitation with respect to any highly compensated
                  participant).

         For purposes of applying the  provisions of this  paragraph  (ii),  the
         following provisions shall apply:

                                       19
(1) A participant is a highly compensated participant
                  for a  particular  plan year if he meets the  definition  of a
                  highly compensated participant in effect for that plan year. A
                  participant  is a  nonhighly  compensated  participant  for  a
                  particular  plan year if he does not meet the  definition of a
                  highly compensated participant in effect for that plan year.

                           (2) Pursuant to  regulations  issued by the Secretary
                  of the  Treasury,  the  Committee  may elect to include all or
                  part of the matching contributions under the plan or any other
                  qualified  plan that it sponsors for  purposes of  calculating
                  the ADP with respect to each participant.  Notwithstanding the
                  foregoing,  matching  contributions shall be treated as salary
                  reduction contributions for purposes of calculating the ADP of
                  each participant  only if the conditions  described in Section
                  1.401(k)-1(b)(5)  of the Treasury  Regulations  are satisfied.
                  Matching  contributions  which are treated as salary reduction
                  contributions  pursuant to the provisions of this subparagraph
                  (1)  shall  not be  distributable  other  than upon one of the
                  events described in Section 5.8(a) through (f).

                           (3) If 2 or more plans of the Participating  Employer
                  or an  affiliated  employer  that  include  cash  or  deferred
                  arrangements  described  in  Section  401(k)  of the  Code are
                  aggregated  for purposes of Section  410(b) of the Code (other
                  than for purposes of the average benefit percentage test), the
                  cash or deferred  arrangements included in such plans shall be
                  treated as one  arrangement.  Notwithstanding  the  foregoing,
                  plans  may be  aggregated  in order to  satisfy  the tests set
                  forth in  Section  2.1.4(ii)  only if they  have the same plan
                  year and use the same ADP testing method.

                           (4)  If  a  highly   compensated   participant  is  a
                  participant  under 2 or more  cash  or  deferred  arrangements
                  (described in Section 401(k) of the Code) of the Participating
                  Employer or an affiliated employer,  all such cash or deferred
                  arrangements   shall  be  treated  as  one  cash  or  deferred
                  arrangement  for the  purpose  of  determining  the  ADP  with
                  respect    to    such    highly    compensated    participant.
                  Notwithstanding   the   foregoing,   the  provisions  of  this
                  subparagraph  (4) shall  not apply if the plans of which  such
                  cash or deferred arrangements are a part may not be aggregated
                  for  purposes  of Section  410(b) of the Code  (other than the
                  average benefit percentage test).

                           (5) The group of highly compensated  participants and
                  the group of nonhighly compensated  participants shall include
                  any  participant  defined  as such,  regardless  of whether he
                  elects to make a salary reduction contribution under the plan.

                                       20
(6)  The Company shall maintain records sufficient to
                  demonstrate satisfaction of the ADP test.

                           (7)  Notwithstanding  anything to the contrary in the
                  plan,  the  determination  and  treatment of salary  reduction
                  contributions  and the ADP of any  participant  shall  satisfy
                  Section  1.401(k)-1(b)  of the Treasury  Regulations  and such
                  other  requirements  as may be  prescribed by the Secretary of
                  the Treasury.

                  (iii) If at the end of any plan year  neither of the tests set
         forth in Section  2.1.4(ii)  is  satisfied,  then within 2 1/2 calendar
         months  following the end of each plan year, but in no event later than
         the year-end  adjustment  date  following the close of such 2 1/2 month
         period (the "distribution date"), the salary reduction contribution for
         such plan year of each highly compensated  participant shall be reduced
         by his share of the excess contribution for such plan year.  Reductions
         shall be made pursuant to the steps in the following order:

                           (1) Step one: The actual  deferral  percentage of the
                  highly   compensated   participant  with  the  highest  actual
                  deferral percentage shall be reduced by the amount required to
                  cause the highly  compensated  participant's  actual  deferral
                  percentage  to equal the  actual  deferral  percentage  of the
                  highly  compensated  participant  with the next highest actual
                  deferral percentage.  This process shall be repeated until the
                  plan   satisfies  one  of  the  tests  set  forth  in  Section
                  2.1.4(ii).  The dollar amount of each  reduction made pursuant
                  to  this  step  one  shall  be  determined   for  each  highly
                  compensated participant.  Such amount shall not be distributed
                  to the affected highly  compensated  participant,  but instead
                  shall be used in steps two and three below.

                           (2) Step two:  The  dollar  amount  of the  reduction
                  determined   for  each  highly   compensated   participant  in
                  accordance  with  step one  above  shall be  aggregated.  Such
                  amount shall be allocated in accordance with step three below.

                           (3) Step three: The salary reduction contributions of
                  the highly  compensated  participant  with the highest  dollar
                  amount of salary reduction  contributions  shall be reduced by
                  the  amount   required  to  cause  that   highly   compensated
                  participant's  salary  reduction  contributions  to equal  the
                  dollar  amount of the salary  reduction  contributions  of the
                  highly  compensated  participant  with the next highest dollar
                  amount of salary reduction  contributions.  This process shall
                  be  repeated  until  the  total  amount  of  salary  reduction
                  contributions  so reduced  equals the aggregate  dollar amount
                  determined in step two above.

                                       21
All salary reduction contributions so reduced,  adjusted for income and
         losses allocable thereto,  shall be designated by the Company as excess
         contributions  and  distributed  to the  participant  no later than the
         distribution  date. The income or loss  allocable to the  participant's
         share  of the  excess  contribution  for the plan  year of such  excess
         contribution  shall be  determined  by  multiplying  the  amount of the
         income  or  loss  allocable  to  the  participant's   salary  reduction
         contributions  (and  any  matching   contributions  treated  as  salary
         reduction contributions) for such plan year by a fraction the numerator
         of which is the excess  contribution  on behalf of the  participant for
         such plan year,  and the  denominator  of which is equal to the sum of:
         (i)  the  balance  in his  account  attributable  to  salary  reduction
         contributions  (and  any  matching   contributions  treated  as  salary
         reduction  contributions)  as of the  beginning of such plan year;  and
         (ii) the  participant's  salary reduction  contributions  for such plan
         year  (and any  matching  contributions  treated  as  salary  reduction
         contributions).  Income or loss allocable to the participant's share of
         the excess contribution shall not include income or loss for the period
         between  the end of the plan  year and the  date of  distribution.  The
         excess   contribution  that  otherwise  would  be  distributed  to  the
         participant shall be reduced in accordance with Treasury Regulations by
         the amount of any excess elective deferrals  previously  distributed to
         the participant. The amount of any excess contribution shall be treated
         as an annual  addition  for purposes of Section 19 for the plan year in
         which  such  excess  contribution  was  made.  Distributions  of excess
         contributions  to participants  may be made  notwithstanding  any other
         provision of the plan or Code. In no event may the amount of the excess
         contributions  distributed  for a plan year with  respect to any highly
         compensated   participant   exceed  the  amount  of  salary   reduction
         contributions made in behalf of the highly compensated  participant for
         such plan year, as adjusted for income and losses allocable thereto.

                  (iv) In lieu of applying the three-step  process  described in
         Section  2.1.4(iii),  the Company may,  within 30 days after the end of
         the plan year, make a qualified  nonelective  contribution with respect
         to such plan year on behalf of nonhighly compensated participants in an
         amount determined by the Company to be sufficient to satisfy one of the
         tests  set  forth in  Section  2.1.4(ii).  Such  qualified  nonelective
         contribution   shall  be  allocated  to  the  QNEC  accounts  of  those
         participants  entitled  to share in such  contribution  pursuant to the
         provisions  of Section  2.1.5(ii).  On such  allocation,  the qualified
         nonelective   contribution  shall  be  considered  a  salary  reduction
         contribution  subject to all  provisions of the plan  regarding  salary
         reduction  contributions  other than Section 4.1. The Company shall pay
         such qualified nonelective  contribution with respect to a plan year to
         the  Trustee   within  30  days  after  the  end  of  such  plan  year.
         Notwithstanding  anything  contrary  contained  in the plan,  qualified
         nonelective   contributions   shall  be  treated  as  salary  reduction
         contributions  for purposes of the tests set forth in Section 2.1.4(ii)
         only if the  conditions  described in Section  1.401(k)-1(b)(5)  of the
         Treasury Regulations are satisfied.

                  (v) If at any time  during  a plan  year  the  Company  in its
         discretion  determines  that  neither of the tests set forth in Section
         2.1.4(ii)  will be met for such  plan  year,  then the  Company  in its
         discretion  shall  have the  unilateral  right  during the plan year to
         require prospective  reduction of the percentage of the compensation of
         highly  compensated  participants  that  may  be  subject  to  deferral
         elections for part or all of the balance of such year.

                                       22
(vi) Notwithstanding anything to the contrary in the plan, for
         purposes of  applying  the tests set forth in Section  2.1.4,  the plan
         shall be  treated  as  comprising  two plans,  one which  benefits  the
         eligible  employees  who have not yet attained  age 21 and  completed a
         year of service  ("testing  plan A") and one which  benefits  all other
         eligible   employees  in  accordance  with  Section  1.410(b)-6  (b)(3)
         ("testing  plan  B").  Testing  plan  B  is  intended  to  satisfy  the
         nondiscrimination requirements set forth in Section 2.1.4 by compliance
         with the safe harbor  methods  described in Section  401(k)(12)  of the
         Code (the "401(k) safe harbor").  Notwithstanding the foregoing, if for
         any plan year  testing  plan B does not  comply  with the  401(k)  safe
         harbor,  the  salary  reduction  contributions  made on  behalf  of the
         participants  in  testing  plan B shall  satisfy  the  requirements  of
         Section  2.1.4.  Testing  plan A is not  intended to satisfy the 401(k)
         safe harbor.  Consequently,  with respect to each plan year, the salary
         reduction  contributions  made on behalf of the participants in testing
         plan A shall satisfy the requirements of Section 2.1.4.

                  2.1.5 Allocation to salary reduction contribution (before-tax)
accounts:

                  (i)   Salary reduction contributions made by the Participating
         Employer  shall  be  allocated  to the  salary  reduction  contribution
         (before-tax) account of a participant as of the last day of the payroll
         period  for which  such  contribution  is made.  The  salary  reduction
         contribution   (before-tax)   account  of  each  participant  shall  be
         accounted for separately  from the  participant's  other accounts under
         the plan.

                  (ii)   If the Company elects to make a  qualified  nonelective
         contribution with respect to any plan year, such contribution  shall be
         allocated to the QNEC account of each nonhighly compensated participant
         with respect to whom a salary  reduction  contribution  was made to the
         trust for such plan year.  Such  allocation  shall be in the proportion
         that  each  such   participant's   compensation   bears  to  the  total
         compensation   of  all   such   participants.   Qualified   nonelective
         contributions   made  for  a  plan  year  shall  be   allocated   to  a
         participant's  QNEC account as of the adjustment date the  contribution
         is received in the trust by the Trustee.

                  2.2    Matching Contributions:

                  2.2.1 Amount and  allocation  of matching  contributions:  For
         each payroll  period  during a plan year,  the  Participating  Employer
         shall make a  contribution  to the plan on behalf of each  participant.
         The matching  contribution  for each payroll period shall equal the sum
         of:

                                       23
(i) 100 percent of the amount of the salary reduction
                  contribution  made on behalf of such  participant  during such
                  payroll  period  up to 4  percent  of  his  compensation  with
                  respect  to  such   payroll   period  (the   "basic   matching
                  contribution").   The   amount   of   the   salary   reduction
                  contribution  made on behalf of the  participant  during  such
                  payroll  period in excess of 4 percent shall be disregarded in
                  determining  the amount of the  participant's  basic  matching
                  contribution.

                           (ii)  100   percent  of  the  amount  of  the  salary
                  reduction  contribution  made on  behalf  of such  participant
                  during such  payroll  period in excess of 4 percent but not in
                  excess of 6 percent of his  compensation  with respect to such
                  payroll period (the "supplemental matching contribution"). The
                  amount of the salary reduction  contribution made on behalf of
                  the  participant  during  such  payroll  period in excess of 6
                  percent shall be disregarded in determining  the amount of the
                  participant's supplemental matching contribution.

         The basic matching  contribution  made with respect to each participant
         shall be allocated to his Employer basic matching contribution account.
         The  supplemental  matching  contribution  made  with  respect  to each
         participant  shall be allocated to his Employer  supplemental  matching
         contribution  account.  Matching  contributions  shall  be  paid by the
         Participating  Employer  to the  Trustee  as soon  as  administratively
         feasible  following  the  end of the  payroll  period  for  which  such
         contributions  are being made,  but in no event later than the last day
         of the next following calendar quarter.

                  2.2.2  Limitations on matching  contributions:  Subject to the
         provisions of Section 2.2.6, the following  provisions shall apply with
         respect to matching contributions under the plan:

                           (A) Contribution percentage limitation: For each plan
                  year the  contribution  percentage  for the  group  of  highly
                  compensated  participants for such plan year shall bear to the
                  contribution percentage for the group of nonhighly compensated
                  participants for such plan year a relationship  that satisfies
                  either of the following tests:

                                    (i)  The  contribution  percentage  for  the
                           group of highly compensated  participants is not more
                           than the  contribution  percentage  for the  group of
                           nonhighly  compensated   participants  multiplied  by
                           1.25; or

                                    (ii)  The  contribution  percentage  for the
                           group of highly compensated  participants is not more
                           than the  contribution  percentage  for the  group of
                           nonhighly compensated  participants  multiplied by 2,
                           and the excess of the contribution percentage for the
                           group of  highly  compensated  participants  over the

                                       24
contribution  percentage  for the group of  nonhighly
                           compensated   participants   is  not   more   than  2
                           percentage  points  (or  such  lesser  amount  as the
                           Secretary   of  the  Treasury   shall   prescribe  by
                           regulations  to  prevent  the  multiple  use of  this
                           alternative  limitation  with  respect  to any highly
                           compensated participant).

                           (B) For purposes of applying the  provisions  of this
                  Section 2.2.2, the following provisions shall apply:

                                    (i) A  participant  is a highly  compensated
                           participant  for a  particular  plan year if he meets
                           the definition of a highly compensated participant in
                           effect  for  that  plan  year.  A  participant  is  a
                           nonhighly  compensated  participant  for a particular
                           plan  year if he does not meet  the  definition  of a
                           highly  compensated  participant  in effect  for that
                           plan year.

                                    (ii) Pursuant to  regulations  issued by the
                           Secretary of the Treasury, the Committee may elect to
                           take into account  elective  deferrals under the plan
                           or any  other  qualified  plan  of the  Participating
                           Employer for purposes of computing  the  contribution
                           percentages.

                                    (iii)   If   2  or   more   plans   of   the
                           Participating  Employer or an affiliated employer are
                           aggregated  for  purposes  of Sections  401(a)(4)  or
                           410(b) of the Code  (other  than for  purposes of the
                           average benefit  percentage  test),  the contribution
                           percentage of each  participant  under the plan shall
                           be  determined  as if all  such  plans  were a single
                           plan.  Notwithstanding  the  foregoing,  plans may be
                           aggregated in order to satisfy the tests set forth in
                           Section 2.2.2(A) only if they have the same plan year
                           and  use the  same  contribution  percentage  testing
                           method.

                                    (iv) If a highly compensated  participant is
                           a participant in 2 or more plans described in Section
                           401(a) of the Code or cash or  deferred  arrangements
                           described in Section 401(k) of the Code maintained by
                           the Participating  Employer or an affiliated employer
                           to  which   matching   contributions,   nondeductible
                           voluntary  contributions  or elective  deferrals  are
                           made   on   behalf   of   such   highly   compensated
                           participant, all such plans and arrangements shall be

                                       25
treated  as  a  single   plan  for  the   purpose  of
                           determining  the  contribution   percentage  of  such
                           highly compensated  participant.  Notwithstanding the
                           foregoing,  the provisions of this  subparagraph (iv)
                           shall not  apply if the  plans may not be  aggregated
                           for purposes of Section 410(b) of the Code.

                                    (v)  The  determination  of who is a  highly
                           compensated  participant  or a nonhighly  compensated
                           participant   shall   include  any  employee  who  is
                           eligible to receive matching contributions or, if the
                           Committee takes elective deferrals into account, make
                           elective deferrals.

                                    (vi)  The  Company  shall  maintain  records
                           sufficient to demonstrate  satisfaction  of the tests
                           set  forth in  Section  2.2.2(A)  and the  amount  of
                           elective deferrals, if any, used in such tests.

                                    (vii)   Notwithstanding   anything   to  the
                           contrary in the plan, the determination and treatment
                           of  matching   contributions   and  the  contribution
                           percentage of any  participant  shall satisfy Section
                           1.401(m)-1(b)  of the Treasury  Regulations  and such
                           other  requirements  as  may  be  prescribed  by  the
                           Secretary of the Treasury.

                  2.2.3 Correction of excess matching  contributions:  If at the
         end of any plan  year,  neither  of the  tests  set  forth  in  Section
         2.2.2(A)  is  satisfied,   the  Committee  shall  adjust  the  matching
         contributions  of the  highly  compensated  participants  within  2 1/2
         calendar  months  following the end of each plan year,  but in no event
         later than the year-end  adjustment  date following the close of such 2
         1/2 month period (the "distribution  date"). The matching  contribution
         of each highly compensated participant shall be reduced by his share of
         the excess aggregate contributions for such plan year. Reductions shall
         be made pursuant to the following procedure:

                           (1) Step  one:  The  contribution  percentage  of the
                  highly compensated  participant with the highest  contribution
                  percentage  shall be reduced by the amount  required  to cause
                  the highly compensated  participant's  contribution percentage
                  to equal the contribution percentage of the highly compensated
                  participant  with the next  highest  contribution  percentage.
                  This process shall be repeated until the plan satisfies one of
                  the tests set forth in Section 2.2.2(A).  The dollar amount of
                  each  reduction  made  pursuant  to this  step  one  shall  be
                  determined  for  each  highly  compensated  participant.  Such
                  amount  shall  not  be  distributed  to  the  affected  highly
                  compensated  participant,  but instead  shall be used in steps
                  two and three below.

                                       27
(2) Step two:  The  dollar  amount  of the  reduction
                  determined   for  each  highly   compensated   participant  in
                  accordance  with  step one  above  shall be  aggregated.  Such
                  amount shall be allocated in accordance with step three below.

                           (3) Step three:  The  matching  contributions  of the
                  highly compensated  participant with the highest dollar amount
                  of  matching  contributions  shall be  reduced  by the  amount
                  required  to  cause  that  highly  compensated   participant's
                  matching  contributions  to equal  the  dollar  amount  of the
                  matching  contributions of the highly compensated  participant
                  with the next highest dollar amount of matching contributions.
                  This  process  shall be  repeated  until the  total  amount of
                  matching  contributions so reduced equals the aggregate dollar
                  amount determined in step two above.

         All matching  contributions so reduced,  adjusted for income and losses
         allocable thereto, shall be designated by the Participating Employer as
         excess  aggregate  contributions  and distributed to the participant no
         later than the  distribution  date. The income or loss allocable to the
         participant's share of the excess aggregate  contributions for the plan
         year of such excess  aggregate  contributions  shall be  determined  by
         multiplying  the  amount  of  the  income  or  loss  allocable  to  the
         participant's matching contributions and any elective deferrals treated
         as  matching  contributions  for  such  plan  year  by a  fraction  the
         numerator  of  which  is  the  excess  aggregate  contributions  of the
         participant  for such plan year, and the  denominator of which is equal
         to  the  sum  of:  (i)  the  balance  in  the   participant's   account
         attributable  to  matching  contributions  and any  elective  deferrals
         treated as  matching  contributions  as of the  beginning  of such plan
         year; and (ii) the matching  contributions  and any elective  deferrals
         treated  as  matching  contributions  which  were made on behalf of the
         participant  for such plan year.  The income or loss  allocable  to the
         participant's share of the excess aggregate  contributions for the plan
         year shall not include income or loss for the period between the end of
         the  plan  year  and  the  date  of   distribution.   Distributions  to
         participants   of   excess   aggregate   contributions   may  be   made
         notwithstanding  any other provision of the plan or Code. The amount of
         any  excess  aggregate  contribution  shall  be  treated  as an  annual
         addition  for  purposes  of  Section 19 for the plan year in which such
         excess aggregate contribution was made.

                  2.2.4  Forfeiture of matching  contributions:  Notwithstanding
         anything to the contrary in the plan, if all or part of a participant's
         salary reduction contribution is treated as an excess contribution,  an
         excess  elective  deferral  or an excess  aggregate  contribution,  the
         matching  contribution  made  with  respect  to such  salary  reduction
         contribution,  adjusted for income and losses  allocable  thereto,  and
         which is not distributed in order to enable the plan to comply with one
         of the tests set forth in Section  2.2.2(A)  shall be  forfeited by the
         participant  within 2 1/2 calendar months following the end of the plan
         year for  which the  matching  contribution  was made (the  "forfeiture

                                       27
date").  The  income  or  loss  allocable  to  the  forfeited  matching
         contribution for the plan year of such matching  contribution  shall be
         determined by multiplying the amount of the income or loss allocable to
         the  participant's  matching  contributions  for  such  plan  year by a
         fraction, the numerator of which is the forfeited matching contribution
         for such plan year,  and the  denominator  of which is equal to the sum
         of:  (i) the  balance  in the  participant's  account  attributable  to
         matching  contributions as of the beginning of such plan year; and (ii)
         the matching  contributions  made on behalf of the participant for such
         plan  year.  Income  or  loss  allocable  to  the  forfeited   matching
         contribution  shall not include  income or loss for the period  between
         the end of the  plan  year  and the  forfeiture  date.  Forfeitures  of
         matching  contributions  (including income or losses allocable thereto)
         shall   reduce  the  amount  of   matching   contributions   which  the
         Participating  Employer  otherwise  is  obligated  to make  pursuant to
         Section 2.2, if any.

                  2.2.5  Multiple  use:  If  multiple  use  of  the  alternative
         limitation  (as  defined in  Treasury  Regulation  Section  1.401(m)-2)
         exists with respect to any plan year,  the  Committee  shall reduce the
         contribution  percentage  of each  highly  compensated  participant  by
         applying the three-step process described in Section 2.2.3 of the plan.

                  2.2.6 Nondiscrimination  testing:  Notwithstanding anything to
         the contrary in the plan,  for purposes of applying the tests set forth
         in Section  2.2.2,  the plan shall be  comprised  of testing plan A (as
         defined in Section 2.1.4(vi)) and testing plan B (as defined in Section
         2.1.4(vi)). Testing plan B is intended to satisfy the nondiscrimination
         requirements  set forth in Section  2.2.2 by  compliance  with the safe
         harbor methods described in Section 401(m)(11) of the Code (the "401(m)
         safe harbor").  Notwithstanding the foregoing, if for any plan year the
         plan  does not  comply  with  the  401(m)  safe  harbor,  the  matching
         contributions  made on behalf of the  participants  in  testing  plan B
         shall  satisfy the  requirements  of Section  2.2.2.  Testing plan A is
         deemed to satisfy the requirements of Section 2.2.2 since  participants
         in testing plan A are not eligible to receive matching contributions.

                  2.3    Discretionary  Supplemental Employer Contributions:  In
addition  to the  contributions  provided  for  in  Section  2.1  and  2.2,  the
Participating  Employer may from time to time make a  supplemental  contribution
(the  "supplemental  employer  contribution")  on behalf of each participant who
becomes an eligible employee as a result of a corporate  transaction (as defined
in this Section 2.3) involving the  Participating  Employer and is designated by
the Committee to receive a supplemental  employer  contribution.  The purpose of
the supplemental  employer  contribution is to make up for all or any portion of
the contribution the participant would have received under his former employer's
tax-qualified  defined  contribution  plan  had the  corporate  transaction  not
occurred during the applicable plan year. The Committee shall determine  whether

                                       28
a supplemental employer contribution shall be made by the Participating Employer
pursuant to the provisions of this Section 2.3 and the amount thereof, and shall
designate  the  participants   eligible  to  receive  such   contribution.   The
supplemental  employer  contribution for a plan year, if any, shall be allocated
among the eligible  participants in the same proportion that the compensation of
each such participant bears to the compensation of all eligible participants for
such plan year. For purposes of this Section 2.3, a corporate  transaction means
any corporate  transaction  resulting in an individual's  transfer of employment
from an  unrelated  entity  to the  Participating  Employer,  including  without
limitation,  a corporate merger or  consolidation  and a sale of the assets of a
trade or business.  Supplemental employer contributions shall be credited to the
eligible participants' Employer profit sharing contribution accounts.

                  2.4    General Limitations: In no event shall a  Participating
Employer  contribute  an  amount  (including  salary  reduction   contributions,
matching  contributions,   supplemental  employer  contributions  and  qualified
nonelective  contributions) for any limitation year (as defined in Section 19.4)
which would cause the annual addition  limitations in Section 19 to be exceeded.
Each  contribution to the plan by a Participating  Employer shall be conditioned
on being  deductible  under  Section 404 of the Code for the plan year for which
such  contribution  is made.  The  initial  contribution  to the  plan  shall be
conditioned on the plan being qualified under Section 401(a) of the Code.

                  Section 3.     Vesting:
                  ---------      -------

                  3.1    General:  Except  as otherwise provided in this Section
3.1,  the interest  of a participant in his account shall be fully vested at all
times. Notwithstanding the foregoing, a participant who  engages  in  misconduct
including, but not limited to, embezzlement, larceny, theft, and other dishonest
acts, or who engages in direct competition with a Participating  Employer or any
other affiliated  employer while a participant shall forfeit his interest in his
Employer  supplemental  matching  contribution  account and his ESOP account, if
any, if he  terminates  service prior to the earlier of attainment of his normal
retirement age or completion of 5 or more years of service. For purposes of this
Section 3.1, all years of service of an employee shall be taken into account.

                                       29
3.2    Forfeitures: The amounts  forfeited pursuant to Section
3.1 shall be combined  with  the  amounts  forfeited  by  all other participants
during such plan year. The  aggregate  of  such  forfeitures shall be applied as
follows:
                  (i)    First,   to   restore   amounts   previously  forfeited
         from accounts in accordance with Section 5.4.1; and

                  (ii)   Second, to reduce the amount of matching  contributions
         which  the  Participating  Employer  is  otherwise  obligated  to  make
         pursuant to Section 2.2.

                  3.3    Change in Vesting Schedule: If an amendment to the plan
directly or  indirectly  affects the  determination  of a  participant's  vested
percentage,  or the plan is deemed amended by an automatic change to or from the
top-heavy  vesting schedule in Section 18.2.2,  each participant in service with
at least 3 years of service may irrevocably  elect to have his vested percentage
determined  without  regard to such  amendment.  The  participant  may make such
election  during the period  beginning on the date such amendment is adopted and
ending  on the  date  that is 60 days  after  the  latest  of the  date (a) such
amendment is adopted;  (b) such  amendment is  effective;  or (c) the  Committee
advises the participant in writing of such amendment.

                  3.4    Predecessor  Plan:   In   no  event  shall  the  vested
percentage of the accrued benefit of a participant on the effective date who was
a  participant in the predecessor plan immediately preceding such effective date
be less than the vested percentage of his accrued benefit under the  predecessor
plan had such plan continued in effect  through the date such vested  percentage
is determined.

                                       30
Section 4.  Pretermination Distributions; Loans:
                  ---------   -----------------------------------

                  4.1    Hardship Distributions:  A  participant  in service may
file a  written  request  with the Committee for a distribution  from his salary
reduction  contribution  (before-tax)  account  and  his Employer basic matching
contribution account due to hardship.  A  distribution  will  be  on  account of
hardship only if the distribution  is  on account  of  an  immediate  and  heavy
financial need of the participant  and  is necessary  to satisfy such  financial
need. The request must  specify  the  nature  of the hardship,  the total amount
requested, and the total amount of the actual expense incurred or to be incurred
on  account of the hardship. The Committee,  in its discretion,  shall determine
whether a hardship constitutes an immediate and heavy  financial  need,  and the
decision of the Committee to grant  or  deny  a  hardship distribution shall  be
final;  provided,  that all participants who request such  distributions and are
similarly situated shall be  treated  alike and in a  nondiscriminatory  manner.
If the  Committee determines that a hardship exists, the Committee  shall direct
the Trustee to make a distribution  to the participant of the amount approved by
the Committee.  The  distribution  shall  be made in cash from the participant's
separate accounts which are available for a hardship distribution as provided in
this  Section 4.1.   The   amount  available  for  such  distribution   shall be
determined  as of the  adjustment  date  the  hardship  distribution  request is
actually processed by the Trustee.  In no event shall the amount available for a
hardship distribution exceed the amount in the participant's  separate  accounts
available for a hardship distribution as of such adjustment date (reduced by any
previous hardship  distribution  not  reflected  as  of such  adjustment  date),
excluding  income  credited  to   such   accounts   after   December  31,  1988.
Notwithstanding  the  foregoing,  with  respect  to  a  participant  who  was  a
participant  in the United  Carolina  Bancshares Corporation Dollar Plus Savings
Plan on June 30, 1997, in no  event  shall  the  amount available for a hardship
distribution exceed the amount in such participant's separate accounts available
for a hardship distribution as of such adjustment date  (reduced by any previous
hardship distribution not reflected as of such adjustment  date),  excluding all
income  credited  to  such  accounts.  The circumstances giving rise to hardship
shall be limited to:

                                       31
(i)   Expenses for medical care described in Section 213(d) of
         the Code  previously  incurred by the  participant,  the  participant's
         spouse,  or any dependent of the participant (as defined in Section 152
         of the Code),  or expenses  necessary  for such  persons to obtain such
         medical care;

                  (ii)  Costs  directly   related  to  the  purchase  (excluding
         mortgage  payments) of a principal residence of the participant;

                  (iii) Payment of tuition,  related  educational  fees and room
         and board expenses, for the next 12 months of post-secondary  education
         for the participant,  the participant's  spouse or any dependent of the
         participant; or

                  (iv)   The need to  prevent  eviction  of the participant from
         his principal residence, or   foreclosure   on  the   mortgage  of  the
         participant's principal residence.

A  hardship  distribution  shall  not be made in  excess  of the  amount  of the
immediate  and  heavy  financial  need of the  participant.  The  amount  of the
immediate and heavy  financial need of the  participant  may include any amounts
necessary  to pay  any  federal,  state  or  local  income  taxes  or  penalties
reasonably  anticipated to result from the receipt of the hardship distribution.
The following special provisions shall apply to all hardship distributions:

                  (a)  No  hardship   distribution   shall  be  made  until  the
         participant  has obtained all  distributions  and all nontaxable  loans
         currently  available under all  tax-qualified  retirement  plans of the
         Participating Employer and its affiliated employers, including, without
         limitation,  distributions  pursuant to Sections  4.2 and 4.3 and loans
         pursuant to Section 4.4;

                  (b)  Except  as  otherwise   provided  in  Regulation  Section
         1.401(k)-1(d)(2)(iv)(B)(4),  the participant's elective deferrals under
         all of the qualified and  nonqualified  plans of deferred  compensation
         maintained by the Participating  Employer and its affiliated employers,
         shall be suspended for a period of 12 months  following  receipt of the
         hardship distribution; and

                  (c) The  participant  may not make  elective  deferrals to any
         tax-qualified  plans  of  deferred   compensation   maintained  by  the
         Participating  Employer and its  affiliated  employers  for his 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,  reduced  by the  amount of his
         elective deferrals for the taxable year of the hardship distribution.

                                       32
Any  distribution  made pursuant to this Section 4.1 shall be withdrawn from the
participant's  separate  accounts  described  below  in the  following  order of
priority:

                  (i)    salary reduction contribution (before-tax) account; and

                  (ii)   Employer basic matching contribution account.

With  respect  to each  such  account,  the  amount of the  withdrawal  shall be
withdrawn by the Trustee  from the  participant's  fund  accounts (as defined in
Section  7.1.1) with respect to such account on a pro rata basis.  The Committee
from time to time may adopt additional policies or rules governing the manner in
which  hardship  distributions  are made so that the  plan may  conveniently  be
administered.

                  4.2    Distributions  After  Age  59:   In   accordance   with
procedures  adopted  by the Committee, a participant who has attained age 59 1/2
may withdraw all or any portion of his account. The balance in the participant's
account available  for withdrawal pursuant to the provisions of this Section 4.2
shall be determined as of the date the withdrawal request is actually  processed
by  the  Trustee.  Any  withdrawal  made  pursuant  to this Section 4.2 shall be
withdrawn  by  the Trustee from the  participant's  fund accounts (as defined in
Section 7.1.1) with respect to such account on a pro rata basis.

                  4.3    Distributions Prior to Age  59:  In   accordance   with
procedures adopted by the Committee,  a participant who has not yet attained age
59 1/2 may withdraw all or any portion of his voluntary contribution (after-tax)
account, if any, his Employer  supplemental  matching  contribution account, his
Employer profit sharing contribution  account, if any, his ESOP account, if any,
his prior plan  account,  if any, and his  rollover  account,  if any.  Only two
withdrawals  may be made by a  participant  pursuant to the  provisions  of this
Section  4.3 during each plan year.  Notwithstanding  the  foregoing,  no amount
shall be withdrawn from the Employer supplemental matching contribution account,

                                       33
the prior plan account  (excluding for this purpose any amount  attributable  to
after-tax  employee  contributions),  his Employer  profit sharing  contribution
account or the ESOP account unless the participant has been a participant in the
plan (including for this purpose his  participation in the predecessor plan) for
at least 60  months or  unless  the  amounts  being  withdrawn  have been in the
participant's  account  (including  for  this  purpose  his  account  under  the
predecessor  plan) for at least 24  months.  The  balance  in the  participant's
account available for withdrawal  pursuant to the provisions of this Section 4.3
shall be determined as of the date the withdrawal  request is actually processed
by the  Trustee.  Any  withdrawal  made  pursuant  to this  Section 4.3 shall be
withdrawn  by the Trustee from the  participant's  separate  accounts  described
below in the following order of priority:

                  (i)      voluntary contribution (after-tax) account;

                  (ii)     the portion of the  participant's  prior plan account
                           attributable to  after-tax employee contributions and
                           earnings thereon;

                  (iii)    the remaining portion of the participant's prior plan
                           account;

                  (iv)     Employer profit sharing contribution account;

                  (v)      Employer supplemental matching contribution account;

                  (vi)     rollover account; and

                  (vii)    ESOP account.

With  respect  to each  such  account,  the  amount of the  withdrawal  shall be
withdrawn by the Trustee  from the  participant's  fund  accounts (as defined in
Section 7.1.1) with respect to such account on a pro rata basis.

                  4.4    Loans: The Committee, in accordance  with its  uniform,
nondiscriminatory  policy, shall direct the Trustee to permit any participant in
service or a participant or beneficiary who is a party-in-interest as defined in

                                       34
Section  3(14) of ERISA (the  "borrower"),  to borrow  from his  vested  account
(excluding for this purpose his ESOP account, if any, and his PAYSOP account, if
any), subject to the following requirements:

                  4.4.1  Loans shall be withdrawn  from the  participant's  fund
         accounts (as defined in Section 7.1.1) on a pro rata basis. Loans shall
         be available to all borrowers on a reasonably  equivalent basis.  Loans
         shall not be available to highly compensated  participants in an amount
         greater than to nonhighly compensated  participants.  In no event shall
         the principal amount of the loan be less than $1,000. A participant may
         have only one loan  outstanding  at any time and only one loan  request
         may be submitted  in a plan year.  In no event shall a  participant  be
         entitled  to  borrow  from  his ESOP  account,  if any,  or his  PAYSOP
         account, if any.  Notwithstanding  the foregoing,  if a participant who
         was a participant  in a predecessor  plan that is merged into this plan
         has more than one loan outstanding under the predecessor plan as of the
         date of such plan merger,  such loans shall remain  outstanding  and be
         payable in accordance with their terms.

                  4.4.2  The  Trustee  shall  provide  to each  borrower  who is
         approved  for a loan a statement  of the  charges  involved in the loan
         transaction,  including  the amount  financed  and the annual  interest
         rate. The borrower  shall execute any documents as the Committee  deems
         necessary or advisable to  consummate  the loan and provide  reasonable
         safeguards.

                  4.4.3  The principal  amount  of any loan made to a  borrower,
         when added to the outstanding balance of all loans from the plan, shall
         not exceed the lesser of:

                           (i)  $50,000,  reduced  by the  excess  of:  (a)  the
                  highest  outstanding balance of loans from the plan during the
                  one-year period ending on the day before the date such loan is
                  made, over (b) the outstanding  balance of loans from the plan
                  on the date such loan is made; or

                           (ii)  One-half of the vested  accrued  benefit of the
                  borrower. The vested accrued benefit shall be determined as of
                  the  adjustment  date the loan is  actually  processed  by the
                  Trustee.

         For the purpose of this limitation,  the principal amounts of all loans
         from all plans of the Participating  Employer and affiliated  employers
         shall be aggregated.

                  4.4.4 Each loan shall  require that  payment of principal  and
         interest shall be amortized in level payments over a period of not less
         than 12 months nor more than 60 months from the date of the loan.  Each
         Participating Employer shall establish a procedure for withholding from
         the regular  payroll checks of a participant  the amounts  necessary to
         satisfy  the  repayment  obligation  under the  note.  All  amounts  so
         withheld shall be transferred immediately to the Trustee.

                                       35
4.4.5  Each  loan  shall be  secured  by a pledge  of up to 50
         percent of the vested accrued benefit of the borrower, as determined on
         the date of such loan.

                  4.4.6  A  loan  shall  bear  a  reasonable  rate  of  interest
         determined  as of the date of  origination  of the  loan in the  manner
         established by the Committee. The principal amount of the loan shall be
         an investment allocated solely to the account of the borrower,  and the
         interest paid thereon  shall be allocated  solely to the account of the
         borrower.

                  4.4.7  In addition to the provisions of this Section 4.4, each
         loan  shall be  subject  to and made in  accordance  with the Plan Loan
         Rules attached hereto as Exhibit C.

                  4.5    Termination of Service Prior To  Distribution  :  If  a
participant's  termination  of  service  occurs  after a request  for a hardship
distribution,  withdrawal or loan is approved in accordance  with the provisions
of this Section 4 but prior to  distribution,  such approval  shall be void, and
the vested accrued benefit of such participant  shall be payable hereunder as if
such approval had not been made.

                  Section 5.    Termination Distributions:
                  ---------     -------------------------

                  5.1    Distributions on Account of Retirement or Disability:

                  5.1.1  Distributions  to  participants:  As  of the adjustment
         date coincident with or  next following  the date a participant retires
         or terminates service on account  of  disability,  his  vested  accrued
         benefit, determined as of such adjustment date, shall be paid to him or
         applied for his benefit under one of the following options,  as elected
         by the participant:

                           (a)  Term  certain:  Payment  to him  of  his  vested
                  accrued benefit in  approximately  equal monthly  installments
                  over a whole  number of years,  as elected by the  participant
                  (the  "term"),  not  exceeding  the  life  expectancy  of  the
                  participant  or the joint life  expectancy of the  participant
                  and his  beneficiary;  provided that in no event shall monthly
                  installments  be less than $100 per month.  If the participant
                  dies before expiration of the term, payments shall continue to
                  his beneficiary for the remainder of the term.

                           (b)  Lump sum:  Payment  to him of his vested accrued
                  benefit in a single lump sum payment.

                                       36
(c)  Combination  of   term  certain  and  lump  sum:
                  Payment  to  him  of  his  vested  accrued  benefit   in   any
                  combination of the forms  of  payment described in (a) and (b)
                  above.

                           (d)  Direct  rollover:   Payment   to   an   eligible
                  retirement plan as provided in Section 15.

         Such  election  must be made in writing and filed with the Committee on
         or before the  adjustment  date as of which  payment is to commence and
         shall be irrevocable on or after such adjustment date. If a participant
         fails to elect one of the foregoing options, his vested accrued benefit
         shall be paid to him under Section 5.1.1(b).

                  5.1.2    Applicable   provisions:  The  following   provisions
         shall apply for purposes of this Section 5.1:

                           (a)  Deferral:  Subject to the  provisions of Section
                  5.1.2(b),  a  participant's  benefit  shall remain in the plan
                  until the participant  elects to receive a distribution of his
                  benefit in  accordance  with the  provisions of this Section 5
                  and procedures adopted by the Committee.

                           (b) Required  distribution:  A participant's  benefit
                  must be  distributed  or begin to be distributed no later than
                  the  participant's  required  beginning  date (as  defined  in
                  Section 5.3.3(f)).

                           (c)  Required  minimum  distribution:  If  all or any
                  portion of a  participant's  benefit is to be  distributed  in
                  installments,  the total amount of the  distributions for each
                  calendar  year  must be equal to or  greater  than the  amount
                  obtained by dividing the participant's  benefit (as defined in
                  Section  5.3.3(e))  by the lesser of (i) the  applicable  life
                  expectancy  (as defined in Section  5.3.3(a)),  or (ii) if the
                  participant's  spouse is not the  designated  beneficiary  (as
                  defined  in  Section   5.3.3(b)),   the   applicable   divisor
                  determined  from the table set forth in Section  1.401(a)(9)-2
                  Q&A   4   of   the   Treasury    Regulations   (the   "minimum
                  distribution").   Distributions   after   the   death  of  the
                  participant shall be made using the applicable life expectancy
                  without  regard  to  Section  1.401(a)(9)-2  of  the  Treasury
                  Regulations.   The  minimum  distribution   required  for  the
                  participant's first distribution  calendar year (as defined in
                  Section  5.3.3(c)) must be made on or before the participant's
                  required  beginning date. The minimum  distributions for other
                  calendar  years,  including the minimum  distribution  for the
                  distribution calendar year in which the participant's required
                  beginning date occurs,  must be made on or before  December 31
                  of each such distribution calendar year.

                           (d) Form of distribution: Distributions from the plan
                  shall be made in cash.  Notwithstanding  the  foregoing,  if a
                  portion of a participant's  vested accrued benefit is invested
                  in Company stock, such participant may direct the Committee to
                  distribute  such  portion of his accrued  benefit in shares of
                  Company stock.

                                       37
(e)  Distributions   following  return   to  service:
                  Notwithstanding the foregoing  provisions of this Section 5.1,
                  if a  participant  receiving  benefit  payments  from the plan
                  reenters  service prior to his normal  retirement  date,  such
                  payments shall cease during the period he is in service.  When
                  he subsequently retires, dies or otherwise terminates service,
                  his then vested  accrued  benefit  shall be payable to or with
                  respect to him pursuant to the  applicable  provisions  of the
                  plan.

                           (f)  Direction  of  investment: If all or any portion
                  of the accrued benefit of a  participant  is payable to him in
                  installments,  such participant  shall continue to be eligible
                  to direct the Trustee as to the investment and reinvestment of
                  his accrued  benefit  pursuant to the provisions of Section 7.
                  His accrued  benefit shall  continue to be adjusted as of each
                  adjustment  date  pursuant  to Section 6 and the amount of the
                  installment  payments  to him  shall  be  adjusted  as of each
                  year-end adjustment date to reflect the adjusted amount of his
                  accrued benefit as of such adjustment date.

                           (g)  Predecessor  plan:   Notwithstanding  any  other
                  provision  hereof, if a participant in the predecessor plan is
                  receiving  benefits  under  the  predecessor  plan  as of  the
                  effective  date,  the  amount of the  benefit  payable to such
                  participant  and the manner and time for payment thereof shall
                  be  determined  in  accordance  with  the  provisions  of  the
                  predecessor  plan.  If a  participant  in a  predecessor  plan
                  separated  from service  prior to the  effective  date of this
                  plan and is entitled to a deferred  benefit  commencing  after
                  the  effective  date,  the  amount  of such  benefit  shall be
                  determined   in   accordance   with  the   provisions  of  the
                  predecessor  plan, and the manner and time of payment shall be
                  determined under the plan.

                           (h)  Required  consent: Subject to the  provisions of
                  Section 12.1,  any  distribution  to a  participant  who has a
                  vested  accrued  benefit which exceeds the cash-out  limit (as
                  defined  in  this   Section   5.1.2(h))   shall   require  the
                  participant's  consent  if such  distribution  is to  commence
                  prior to the  participant's  attainment  of normal  retirement
                  age. The consent  requirements of this Section  5.1.2(h) shall
                  be  deemed  satisfied  if  the  participant's  vested  accrued
                  benefit does not exceed the cash-out  limit.  If a participant
                  has begun to receive benefit  payments in installments  and at
                  least  one  installment  payment  has not yet been  made,  the
                  vested accrued  benefit of the participant is deemed to exceed
                  the cash-out limit if his vested accrued benefit  exceeded the

                                       38
cash-out limit in effect as of the date payment of his benefit
                  first  commenced.  The  cash-out  limit in effect for dates in
                  plan years  beginning  before  January 1, 2000 is $3,500.  The
                  cash-out limit in effect for dates in plan years  beginning on
                  or after January 1, 2000 is $5,000.  Thereafter,  the cash-out
                  limit in effect on a particular  date is the amount  described
                  in Section 411(a)(11)(A) for the plan year which includes such
                  date.

                  5.2    Distributions on Account of Death: On the  death of the
participant, the following provisions shall apply:

                  5.2.1 Death after distributions begin: If the participant dies
         after  distribution of his vested accrued  benefit has begun,  payments
         shall  continue  following  his death only if his  benefit  was payable
         under an option providing for such payments,  and any remaining portion
         of his vested  accrued  benefit shall continue to be distributed to his
         beneficiary at least as rapidly as under the method of  distribution in
         effect at his death.

                  5.2.2 Death before  distributions  begin:  If the  participant
         dies before distribution of his vested accrued benefit begins,  payment
         of his vested accrued benefit to his  beneficiary  shall commence as of
         any adjustment date following the date of the  participant's  death, as
         elected by the beneficiary.  The  participant's  vested accrued benefit
         shall be payable under a method of payment  described in Section 5.1.1,
         as elected by the beneficiary. Distribution of the participant's entire
         vested  accrued  benefit must be completed no later than December 31 of
         the calendar year containing the 5th  anniversary of the  participant's
         death; provided, however, that if payment is to be made to a designated
         beneficiary  (as  defined in  Section  5.3.3(b)),  distribution  of the
         participant's   entire   vested   accrued   benefit   may  be  made  in
         substantially  equal  installments over a period not exceeding the life
         expectancy of the designated beneficiary.

                  5.3    Special  Provisions  and   Definitions:  The  following
provisions apply for purposes of this Section 5:

                  5.3.1  Small amount:  Notwithstanding  any  other provision of
         the plan, if the vested  accrued  benefit  of  a  participant  does not
         exceed the cash-out limit as of the adjustment date coincident with his
         termination  of service  for any  reason,  including  death,  then such
         benefit  shall be paid in a lump sum as soon as  practicable  following
         such  termination  of service to the person  entitled  thereto  without
         regard to any election made by the participant or beneficiary.

                  5.3.2    Designation  of  beneficiary:   The   beneficiary  or
         beneficiaries of a participant shall  be  determined in accordance with
         the following provisions:

                                       39
(a) Surviving spouse: If the participant dies leaving
                  a surviving  spouse,  the  participant's  beneficiary shall be
                  such  spouse  unless  the   participant   designates   another
                  beneficiary  (which may include more than one person,  natural
                  or otherwise,  and one or more  contingent  beneficiaries)  by
                  filing a qualified  election with the Committee.  A "qualified
                  election"  means a beneficiary  designation by the participant
                  on a form provided the Committee, which contains a consent and
                  acknowledgment  of the effect of such consent  executed by the
                  surviving  spouse and  witnessed  by a  representative  of the
                  Committee or a notary public.  Consent of the spouse shall not
                  be  required  if the  spouse  cannot  be  located  or if other
                  circumstances  exist which excuse  obtaining the consent under
                  applicable  law or  regulations.  The qualified  election of a
                  participant  may be  revoked  at any  time  by  action  of the
                  participant alone, in which case the surviving spouse shall be
                  the beneficiary. Any other change in beneficiary shall be made
                  only by the  filing  of a  revised  qualified  election.  If a
                  beneficiary   named  in  a  qualified   election  dies  before
                  receiving any payment due him from the trust fund, the payment
                  shall be made to the contingent beneficiary,  if any, named in
                  the  qualified  election.  If  there  is  no  such  contingent
                  beneficiary,  the  payment  shall  be  made  to the  surviving
                  spouse.  If the  surviving  spouse dies before  receiving  all
                  payments due under the plan,  the remaining  payments shall be
                  made to the estate of the surviving spouse.

                           (b) Other beneficiary:  If a participant dies without
                  leaving a  surviving  spouse,  the  participant's  beneficiary
                  (which may include more than one person, natural or otherwise,
                  and  one  or  more  contingent  beneficiaries)  shall  be  the
                  beneficiary  designated by the  participant on the beneficiary
                  designation  form filed with the  Committee.  Designation of a
                  beneficiary  under this subparagraph (b) shall be revocable by
                  the participant at any time prior to death. If the participant
                  fails  to  designate  a   beneficiary,   the  benefit  of  the
                  participant  shall be payable to his estate.  If a beneficiary
                  is entitled to receive  payments  from the trust fund and dies
                  before  receiving  all  payments due him,  remaining  payments
                  shall be made to the contingent beneficiary,  if any. If there
                  is no contingent  beneficiary,  such payments shall be made to
                  the estate of the beneficiary.

                         (c)  Disclaimer:  Any beneficiary may disclaim all or
                  any part of the benefit to which such  beneficiary is entitled
                  hereunder by filing a disclaimer  with the  Committee at least
                  10 days before  payment of such benefit is to  commence.  Such
                  disclaimer shall be made in form satisfactory to the Committee
                  and shall be irrevocable  when filed.  The benefit  disclaimed
                  shall be payable  from the trust fund in the same manner as if
                  the  beneficiary  who filed the disclaimer dies on the date of
                  such filing.

                                       40
5.3.3  Definitions:  The  following   definitions   apply  for
 purposes of this Section 5:

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

                           (b)  "Designated beneficiary" of a participant  means
                  any beneficiary who is a natural person.

                           (c)  "Distribution  calendar  year"  means a calendar
                  year for which a  distribution  is  required  to  satisfy  the
                  requirements of Section 5.1.2(c). For distributions  beginning
                  before  the  participant's   death,  the  first   distribution
                  calendar year shall be the calendar year immediately preceding
                  the  calendar  year  containing  the  participant's   required
                  beginning   date.  For   distributions   beginning  after  the
                  participant's  death,  the first  distribution  calendar  year
                  shall be the calendar year in which distributions are required
                  to begin pursuant to Section 5.2.

                           (d) "Life expectancy" means life expectancy and joint
                  and  last  survivor  life  expectancy  computed  by use of the
                  expected return multiples in Tables V and VI of Section 1.72-9
                  of the Treasury  Regulations.  Unless otherwise elected by the
                  participant, or spouse, in the case of distributions described
                  in Section 5.2.2,  by the time  distributions  are required to
                  begin,  life expectancy shall be recalculated  annually.  Such
                  election shall be irrevocable as to the participant or spouse.
                  The life  expectancy  of a  nonspouse  beneficiary  may not be
                  recalculated.

                           (e) "Participant's benefit" means his accrued benefit
                  as of  the  year-end  adjustment  date  in the  calendar  year
                  immediately  preceding  the  distribution  calendar  year (the
                  "valuation  calendar year")  increased by any  contribution or
                  forfeiture  allocated to the  participant's  account as of any
                  date  in the  valuation  calendar  year  after  such  year-end
                  adjustment date and decreased by any distribution  made in the
                  valuation  calendar year after such year-end  adjustment date.
                  Notwithstanding  the foregoing,  if any portion of the minimum

                                       41
distribution for the first distribution  calendar year is made
                  in the  second  distribution  calendar  year on or before  the
                  required   beginning   date,   the   amount  of  the   minimum
                  distribution  made in the second  distribution  calendar  year
                  shall be  treated  as if it had been  made in the  immediately
                  preceding distribution calendar year.

                           (f)  "Required  beginning  date" means April 1 of the
                  calendar year  following the later of (A) the calendar year in
                  which the participant  attains age 70 1/2, or (B) the calendar
                  year in which the  participant  retires.  Notwithstanding  the
                  foregoing, the required beginning date of a participant who is
                  a 5 percent  owner (as  defined  in  Section  416 of the Code)
                  shall be April 1 of the calendar  year  following the calendar
                  year in which the participant attains age 70 1/2.

Notwithstanding   anything  to  the  contrary   contained   in  the  plan,   all
distributions  under this Section 5 shall be  determined  and made in accordance
with  Section  401(a)(9)  of  the  Code,   including  the  minimum  distribution
incidental  benefit  requirement  of  Section   1.401(a)(9)-2  of  the  Treasury
Regulations, which are incorporated herein by reference.

                  5.4  Distributions on Account of Other Termination of Service:
The following  provisions  shall apply if a participant  terminates  service for
reasons other than retirement, disability or death:

                  5.4.1 Election to receive benefit following  termination:  The
         participant  may elect to receive his vested accrued  benefit as of any
         adjustment  date  following the date of his  termination of service for
         any reason other than  retirement,  disability or death. The adjustment
         date as of which payment is to commence  shall be referred to herein as
         his "distribution adjustment date." The manner of distribution shall be
         determined  under  the  applicable   provisions  of  Section  5.1.  The
         participant's  election  shall be made on or  before  the  distribution
         adjustment date in accordance with procedures adopted by the Committee.
         Such election shall be disregarded if the  participant is in service on
         the distribution  adjustment date. The following provisions shall apply
         if the participant is not fully vested in his accrued benefit as of his
         distribution adjustment date:

                           (a) The amount in his  account  which  is not  vested
                  shall be forfeited pursuant to Section 3.2.

                           (b) If he  reenters  service  and repays to the trust
                  the full amount of the distribution received from the trust on
                  or before the earlier of the year-end  adjustment  date of the

                                       42
plan  year in which he  incurs  his 5th  consecutive  break in
                  service  following  termination or the 5th  anniversary of the
                  date he reenters service, such repaid amount shall be credited
                  as of the adjustment  date  coincident  with or next following
                  such  repayment  to  the  subaccount  or  subaccounts  of  the
                  participant from which the distribution was previously made to
                  the participant.  Following such repayment,  the Trustee shall
                  credit to his subaccount or subaccounts from forfeitures taken
                  as of the  adjustment  date on or next  following  the date of
                  repayment,  the  amount  previously  forfeited  from each such
                  subaccount,  if any.  If  forfeitures  are not  sufficient  to
                  credit this amount to the  participant,  such amount  shall be
                  contributed by the Participating Employer to the Trustee on or
                  before such adjustment date.

                  5.4.2 Future distribution:  If any part of a the participant's
         vested accrued benefit is not distributed pursuant to Section 5.4.1, it
         shall be held under the plan until the earlier of his normal retirement
         date or the date of his death, whereupon it shall be paid to him or his
         beneficiary  in the same  manner  as if the  participant  were  then in
         service.  If the vested accrued benefit of a participant is held in the
         plan for future payment,  the participant shall continue to be eligible
         to direct  the  investment  and  reinvestment  of his  accrued  benefit
         pursuant to the provisions of Section 7.

                  5.4.3 Waiver of election  period:  If a distribution is one to
         which  Sections  401(a)(11)  and  417 of the  Code do not  apply,  such
         distribution  may commence  less than 30 days after the date the notice
         required under Section  1.411(a)-11(c)  of the Treasury  Regulations is
         given, provided that:

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

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

If a distribution  is made pursuant to this Section 5.4 to a participant  before
he attains age 55, the Committee shall advise him that an additional  income tax
may be  imposed in an amount  equal to 10  percent of the  portion of the amount
that is includible in his gross income for such taxable year.

                  5.5Directions : In accordance  with procedures  adopted by the
Committee,  the  Trustee  shall be  notified  of a  participant's  request for a
withdrawal or a loan, retirement,  disability,  death or termination of service.
The Trustee  shall be directed to make a  distribution  to the person or persons
entitled  thereto  from the trust at such time and in such manner as required by
the provisions of this Section 5.

                                       43
5.6    Distributions to  Alternate   Payees:  All  rights  and
benefits,  including  elections,  provided to a participant in the plan shall be
subject to the rights  afforded  to any  "alternate  payee"  under a  "qualified
domestic relations order."  Furthermore,  a distribution to an "alternate payee"
shall be permitted if such  distribution is authorized by a "qualified  domestic
relations  order,"  even if the  affected  participant  has not  separated  from
service and has not reached the "earliest  retirement  age" under the plan.  For
purposes of this Section 5.6,  "alternate payee," "qualified  domestic relations
order" and  "earliest  retirement  age" shall have the  meaning  set forth under
Section 414(p) of the Code.

                  5.7    Valuation:   Notwithstanding  any   provision  in  this
Section 5 to the contrary, the value of a participant's  vested accrued  benefit
for  purposes  of  any  distribution  made  pursuant  to this Section 5 shall be
determined as of the adjustment date such distribution is actually  processed by
the Trustee. No additional earnings,  losses  or  expenses  shall be credited or
debited  to  the  participant's   account  following  the  adjustment  date such
distribution is actually processed by the Trustee.

                  5.8    Distributions  from  Salary   Reduction    Contribution
(before-tax)  Accounts,  Employer Basic Matching  Contribution Accounts and QNEC
Accounts : Notwithstanding  anything to the contrary contained  elsewhere in the
plan,  a  participant's  salary  reduction  contribution  (before-tax)  account,
Employer basic matching  contribution account, if any, and QNEC account, if any,
shall not be distributable other than upon:

                  (a)   The  participant's  separation  from  service, death, or
         disability;

                  (b)   Termination  of  the  plan  without   establishment   or
         maintenance of another defined contribution plan other than an employee
         stock  ownership  plan as defined in Section  4975(e)(7) of the Code, a
         simplified  employee  pension plan as defined in Section  408(k) of the
         Code, or a SIMPLE IRA plan as defined in Section 408(p) of the Code;

                                       44
(c)  The  date  of  the  sale  or  other  disposition  by  the
         Participating  Employer to an unrelated entity of substantially  all of
         the assets  (within the meaning of Section  409(d)(2) of the Code) used
         by  the   Participating   Employer  in  a  trade  or  business  of  the
         Participating  Employer,  where (i) the participant is employed by such
         trade or business and continues  employment  with the entity  acquiring
         such assets, and (ii) the Participating  Employer continues to maintain
         the plan after the sale or other disposition. The sale of 85 percent of
         the  assets  used in the  trade or  business  shall be deemed a sale of
         "substantially all" of the assets used in such trade or business;

                  (d)  The  date  of  the  sale  or  other  disposition  by  the
         Participating  Employer of the Participating  Employer's  interest in a
         subsidiary  (within the meaning of Section 409(d)(3) of the Code) to an
         unrelated  entity,  where  (i)  the  participant  is  employed  by such
         subsidiary and continues employment with such subsidiary following such
         sale  or  other  disposition,   and  (ii)  the  Participating  Employer
         continues to maintain the plan after the sale or other disposition;

                  (e)  The participant's attainment of age 59 1/2; or

                  (f)  The participant's hardship (as defined in Section 4.1).

Notwithstanding anything to the contrary contained herein, an event shall not be
treated  as  described  in clause  (b),  (c) or (d) above  with  respect  to any
participant unless the participant  receives a lump sum distribution (as defined
in Section 401(k)(10)(B)(ii) of the Code) by reason of the event.

                  Section 6.     Adjustment of Accounts:
                  ---------      ----------------------

                  The Committee shall establish and maintain a salary  reduction
contribution  (before-tax)  account,  an Employer  basic  matching  contribution
account and an Employer  supplemental matching contribution account with respect
to each participant. The Committee shall also establish and maintain a voluntary
contribution  (after-tax)  account,  an  Employer  profit  sharing  contribution
account,  an ESOP  account,  a PAYSOP  account,  a prior  plan  account,  a QNEC
account, a loan account, and a rollover account with respect to each participant
if any one or more of such  accounts  are  required by the plan.  The  Committee
shall  also keep an  allocation  suspense  account if such  account is  required
pursuant to Section 19.2.

                                       45
6.1    Adjustment  of    Accounts:   The   account   of   each
participant shall be valued daily as of each adjustment date in accordance  with
the  provisions  of this Section 6.1 and procedures adopted by the Trustee.  The
value of each participant's account (other  than that  portion  of  his  account
attributable  to his  loan  account,  if  any)  shall  be  converted  to  units.
Thereafter, when the participant's account is credited with an allocation of any
salary reduction  contributions,  matching contributions,  supplemental employer
contributions,   qualified  nonelective  contributions,  direct  transfers  from
another qualified plan or rollover  contributions,  the value of such allocation
shall be used to purchase units and added to such  participant's  account.  When
any  distributions,  withdrawals,  transfers between  investment  funds,  and/or
administrative fees are charged against the participant's  account in accordance
with the terms of the plan,  the  number of units  equal in value to the  amount
paid from the  participant's  account  shall be  deducted  from the  outstanding
units.

                  6.2    Loan  Account: Notwithstanding the  provisions  of this
Section 6, the  portion  of the  account of a  participant  evidenced  by a note
described  in Section  4.4.2 shall be  maintained  in a special  loan account on
behalf of the  participant.  The loan account  shall be a part of the account of
the participant, and there shall be credited to the loan account any payments of
principal  or  interest  made  with  respect  to such  note.  As of the close of
business on each adjustment date, any cash balances in the loan account shall be
debited to the loan account and shall be allocated among the investment funds in
accordance  with  the  most  recent  effective  future  contribution  investment
direction of the  participant.  If for any reason a participant  does not have a
future  contribution  investment  direction in effect,  such  proceeds  shall be
invested by the Trustee in the investment fund designated by the Committee.

                  6.3    General: The Committee shall have and may  exercise all
powers  necessary  or advisable in order to  implement  the  provisions  of this
Section 6 and to ensure that the accounts  maintained  under the plan are fairly
and accurately adjusted as of each adjustment date.

                                       46
Section 7.     Participant Direction of Investments:
                  ---------      ------------------------------------

                  7.1    Participant Directed Investments:  Notwithstanding  any
other  provision  of the plan but subject to the  provisions  of Section 6, each
participant  may direct the Trustee as to the investment or  reinvestment of his
account, subject to the following provisions:

                  7.1.1  Investment  funds;  fund accounts:  The Committee shall
         determine from time to time the investment options ("investment funds")
         available to participants. Each participant shall be entitled to direct
         the Trustee as to the  investment of  contributions  made on his behalf
         and the amount credited to his account among the investment  funds. The
         Committee shall keep accounts subsidiary to each participant's separate
         accounts  described in Section 1.1 (other than the loan  account)  with
         respect to the amount to his credit in each investment  fund, the "fund
         accounts."

                  7.1.2   Investment  of   contributions:   In  accordance  with
         procedures   adopted  by  the  Committee,   a  participant  may  direct
         investment  of any  contribution  allocable  to his  account  among the
         investment  funds in whole  multiples  of 5 percent.  Such  designation
         shall remain in effect unless and until the participant  provides for a
         different designation.  If for any reason a participant fails to direct
         the investment of the entire contribution allocable to his account, the
         contribution  for which no  direction  is made shall be invested by the
         Trustee as directed by the Committee.

                  7.1.3  Investment  of account:  Subject to the  provisions  of
         Section 22.6, in accordance with procedures adopted by the Committee, a
         participant  shall be entitled to reallocate the amount credited to his
         account  or each of his fund  accounts  among the  investment  funds in
         whole multiples of 5 percent.

                  7.1.4  Notice  requirements:  In  accordance  with  procedures
         adopted by the Committee and the Trustee, the participants shall notify
         the Trustee of all directions made in accordance with this Section 7.1.

                  7.1.5 Rights in directed investment funds: Notwithstanding the
         fact that all or a portion of a  participant's  account may be invested
         in an  investment  fund and may be  expressed  in units in a particular
         investment fund, such references shall mean the aggregate of the dollar
         amount which is credited to the  participant's  account at any point in
         time.  Nothing  contained in this Section 7 shall be deemed to give any
         participant  any  interest in any specific  property in any  investment
         fund or any  interest  in the plan,  other  than the  right to  receive
         payments or  distributions  in accordance  with the plan or to exercise
         any other right specifically granted to the participant under the plan.

                  7.1.6    Proxy voting:

                                       47
(i)  Notwithstanding  anything to the contrary in the
                  plan, a participant whose account is invested in an investment
                  fund  which  invests  solely in shares of  Company  stock (his
                  "Company  stock fund account") or who has an ESOP account or a
                  PAYSOP  account  shall be entitled to direct the Trustee as to
                  the manner in which shares of Company stock  allocated as of a
                  record  date to his  Company  stock  fund  account,  his  ESOP
                  account  and his PAYSOP  account  shall be voted,  or shall be
                  tendered in the event of a tender offer for such  shares.  The
                  Trustee  shall vote or tender such shares of Company  stock as
                  directed by the participant.  If the participant  instructions
                  are not  timely  received  with  respect to such  shares,  the
                  Trustee  shall vote or tender  such  shares as directed by the
                  Committee.  The Committee  shall provide for the  solicitation
                  and   tabulation  of  voting  or  tender   instructions   from
                  participants in a confidential  manner. Prior to the voting or
                  tendering of such shares,  the Committee  shall  distribute to
                  each participant who has a Company stock fund account, an ESOP
                  account  or a  PAYSOP  account  the  same  information  as  is
                  furnished  to the  shareholders  of  the  Company  in a  proxy
                  statement.

                           (ii) Notwithstanding  anything to the contrary in the
                  plan, a participant whose account is invested in an investment
                  fund (other than an investment  fund described in subparagraph
                  (i)) shall be  entitled to direct the Trustee as to the manner
                  in which  shares of such  investment  fund  allocated  as of a
                  record date to his fund  account  shall be voted.  The Trustee
                  shall vote such shares as directed by the participant.  If the
                  participant  instructions are not timely received with respect
                  to such shares, the Trustee shall vote such shares as directed
                  by  the  Committee.   The  Committee  shall  provide  for  the
                  solicitation  and  tabulation  of  voting   instructions  from
                  participants in a confidential  manner. Prior to the voting of
                  such  shares,   the   Committee   shall   distribute  to  each
                  participant  who has shares in an investment fund to which the
                  provisions  of  this   subparagraph   (ii)  apply,   the  same
                  information as is furnished to the other  shareholders  of the
                  investment fund in a proxy statement.

                  7.2    General: To the extent  approved  by the  Trustee,  the
Committee  may  establish  any rules or  resolutions  necessary to implement the
provisions of this Section 7. The Trustee shall have and may exercise all powers
necessary or advisable in order to implement  the  provisions of this Section 7.
If the Trustee cannot transfer funds among the investment funds on an adjustment
date as provided in this Section 7, the Trustee  shall  effect such  transfer as
soon as possible thereafter.

                                       48
Section 8.        Administration by Committee:
          ---------         ---------------------------

                  8.1    Membership of Committee: The Committee shall consist of
not less than 3 individuals  appointed  by the Board to serve at the pleasure of
the Board.  Any  member of the Committee may resign, and his successor,  if any,
shall  be  appointed by the Board.  The Committee  shall be responsible  for the
general administration and interpretation of the plan and for carrying  out  its
provisions except to the extent all or any of such obligations  specifically are
imposed on the Trustee or the Board or delegated  to one or more other  persons,
including the plan  administrator.  The Chairman of the  Committee  shall be the
plan administrator and agent for service of legal process on the plan.

                  8.2    Committee Officers; Subcommittee: The  members  of  the
Committee  shall elect a chairman  and may elect an acting  chairman.  They also
shall elect a secretary  and may elect an acting  secretary,  either of whom may
but need not be a member of the  Committee.  The  Committee may appoint from its
membership such subcommittees  with such powers as the Committee  determines and
may  authorize one or more of its members or any agent to execute or deliver any
instrument or make any payment on behalf of the Committee.

                  8.3    Committee  Meetings:  The  Committee  shall  hold  such
meetings upon such notice and at such places and intervals  as  it  from time to
time  determines.  Notice of meetings shall not be required if waived in writing
by all members of the Committee at the time in office or if all such members are
present at the meeting.

                  8.4    Transaction of Business:  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
at any meeting shall  be  by vote of a majority of those present and entitled to
vote at any such meeting.  Resolutions  may  be  adopted  or  other action taken
without a meeting upon written  consent  thereto  signed  by  all members of the
Committee.

                                       49
8.5    Committee Records:  The  Committee  shall maintain full
and complete records of its deliberations  and  decisions.  The  minutes  of its
proceedings shall be conclusive proof of the facts of the operation of the plan.
The records of the  Committee  shall  contain all relevant  data  pertaining  to
individual participants and their rights under the plan and in the trust fund.

                  8.6    Establishment of Rules;  Interactive  Voice  and  Other
Systems:  Subject to the  limitations of the plan and ERISA,  the Committee from
time to time may establish  rules or bylaws for  administration  of the plan and
transaction  of its  business.  The  Committee  may authorize the use of various
communication  channels,  including  without  limitation,  an interactive  voice
system and an interactive Internet site, which will allow participants to review
general  information  about their accounts and to initiate certain  transactions
and  elections  under the plan.  The  Committee  from time to time  shall  adopt
policies and rules governing the manner in which any such communication  channel
will  be  utilized  by  participants  so  that  the  plan  may  be  conveniently
administered.

                  8.7    Conflicts of Interest:  No individual   member  of  the
Committee  shall have any right to vote or decide on any matter  relating solely
to himself or his rights or benefits under the plan (except that such member may
sign  unanimous  written  consent to  resolutions  adopted or other action taken
without a meeting), except for elections as to payment of benefits.

                  8.8    Correction of Errors:  The Committee may correct errors
and,  so  far  as  practicable,   may  adjust  any  benefit or credit or payment
accordingly. The Committee in its  discretion  may waive any notice  requirement
in the plan; provided, that a waiver of a  requirement  to  notify  the  Trustee
shall be made only with the consent of the Trustee.  A waiver  of  notice in one
case shall not  be a waiver of notice in any other case.  Any power or authority
the  Committee   has   discretion   to  exercise   under   the   plan  shall  be
exercised in a nondiscriminatory manner.

                                       50
8.9    Authority to Interpret Plan:  Subject to objective plan
terms and the claims  procedure  set forth in Section 14, the Committee and plan
administrator  shall have the duty and discretionary  authority to interpret and
construe  the  provisions  of the plan and  decide any  dispute  which may arise
regarding the rights of  participants  hereunder,  including  the  discretionary
authority   to  construe   uncertain   provisions   of  the  plan  and  to  make
determinations  as to eligibility for participation and benefits under the plan.
Determinations by the Committee and plan administrator  shall apply uniformly to
all persons  similarly  situated  and shall be binding and  conclusive  upon all
interested persons. Such determinations shall only be set aside if the Committee
and the plan  administrator are found to have acted arbitrarily and capriciously
in interpreting and construing the provisions of the plan.

                  8.10   Third  Party  Advisor:  The  Committee  may  engage  an
attorney, accountant  or  any  other technical  adviser on matters regarding the
operation of the plan and to perform  such other  duties as may be  required  in
connection  therewith.  The  Committee  may  employ  such  clerical  and related
personnel as it deems requisite or desirable in carrying out the  provisions  of
the  plan.   The  Committee  may  delegate  any  one  or  more of its duties and
responsibilities  under  the  plan to any person or persons,  including  but not
limited to, the employees of the Company and the plan administrator.  From  time
to  time,  but no less frequently than annually,  the Committee shall review the
financial condition of the plan and  determine the financial and liquidity needs
of the plan as required by ERISA. The Committee shall  communicate such needs to
the Company and Trustee so  that  the funding  policy  and   investment   policy
may  be  coordinated appropriately to meet such needs.

                  8.11   Compensation of Members:   No  member of the Committee,
who receives compensation from the Company for services as a full-time employee,
shall receive any fee or compensation for his services as such.

                                       51
8.12   Committee Expenses:  The Committee shall be entitled to
reimbursement  out of the trust fund for its  reasonable  expenses  properly and
actually incurred in the performance of its duties in the  administration of the
plan;  provided,  that the Company, in the discretion of the Board, may pay such
expenses.

                  8.13   Indemnification of Committee:   To the  maximum  extent
permitted by ERISA,  no member of the  Committee  personally  shall be liable by
reason of any contract or other instrument executed by him or on his behalf as a
member of the Committee or for any mistake of judgment  made in good faith.  The
Company  shall  indemnify  and  hold  harmless,  directly  from  its own  assets
(including the proceeds of any insurance  policy the premiums for which are paid
from the  Company's  own assets),  each member of the  Committee  and each other
officer, employee, or director of the Company to whom any duty or power relating
to the  administration  or  interpretation of the plan is delegated or allocated
against any unreimbursed or uninsured cost or expense (including any sum paid in
settlement of a claim with the prior written  approval of the Board) arising out
of any act or omission to act in connection with the plan, unless arising out of
such person's own fraud, bad faith, willful misconduct or gross negligence.

                  Section 9.     Management of Funds and Amendment of Plan:
                  ---------      -----------------------------------------

                  9.1    Fiduciary  Duties: All assets of the plan shall be held
in the trust for the exclusive benefit of participants and their  beneficiaries.
Such assets shall be  administered as a trust fund to provide for the payment of
benefits as provided in the plan to participants or their successors in interest
out of the income and principal of the trust.  All  fiduciaries  with respect to
the plan (as defined in ERISA)  shall  discharge  their duties as such solely in
the interest of the  participants  and their  successors in interest and (i) for
the  exclusive   purposes  of  providing  benefits  to  participants  and  their
successors in interest and defraying  reasonable  expenses of administering  the

                                       52
plan as  provided  in  Section  8.12 of the plan,  (ii)  with the  care,  skill,
prudence and diligence  under the  circumstances  then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in the
conduct of an  enterprise  of like  character  and with like aims,  and (iii) in
accordance  with  the  plan and  trust  agreement,  except  to the  extent  such
documents may be inconsistent with the then applicable  federal laws relating to
fiduciary responsibility. The trust fund shall be used for the exclusive benefit
of participants and their  beneficiaries and to pay  administrative  expenses of
the plan and trust.  No portion of the trust fund shall ever  revert to or inure
to the benefit of the Participating Employer or any affiliated employers (except
as otherwise  provided in Sections 19 and 9.1).  Notwithstanding  the  foregoing
provisions of this Section 9.1, the following provisions shall apply:

                  9.1.1 Initial  qualification:  If the plan receives an adverse
         determination  with  respect to the initial  qualification  of the plan
         under Section  401(a) of the Code,  on written  request of the Company,
         the Trustee shall return to the Company the amount of such contribution
         (increased  by  earnings  attributable  thereto  and  reduced by losses
         attributable  thereto)  within  one  calendar  year after the date that
         qualification of the plan is denied; provided, that the application for
         the  determination is made by the time prescribed by law for filing the
         Company's  federal  income tax return for the taxable year in which the
         plan is adopted or such later date as the Secretary of the Treasury may
         prescribe;

                  9.1.2  Disallowed  contribution:  On  written  request  of the
         Company,  the Trustee  shall  return a disallowed  contribution  to the
         extent  the  deduction  is  disallowed  under  Section  404 of the Code
         (reduced by losses attributable  thereto, but not increased by earnings
         attributable thereto) to the Company within one year after the date the
         deduction is disallowed; and

                  9.1.3  Mistake  of  fact:  If a  contribution  or any  portion
         thereof is made by the  Participating  Employer by mistake of fact,  on
         written   request  of  the  Company,   the  Trustee  shall  return  the
         contribution or such portion (reduced by losses  attributable  thereto,
         but  not   increased   by  earnings   attributable   thereto)  to  such
         Participating Employer within one year after the date of payment to the
         Trustee.

                  9.2    Trust Agreement:   The Company,   on   behalf  of  each
Participating  Employer,  and the Trustee shall enter into an appropriate  trust
agreement for the administration of the trust. The trust agreement shall contain

                                       53
such  powers  and  reservations  as to  investment,  reinvestment,  control  and
disbursement  of  the  funds  of  the  trust,  and  such  other  provisions  not
inconsistent  with the  provisions of the plan and its nature and  purposes,  as
shall be agreed on and set forth therein.  Such agreement shall provide that the
Board may remove the Trustee at any time upon reasonable notice, the Trustee may
resign at any time upon  reasonable  notice,  and on such removal or resignation
the Board shall designate a successor trustee.

                  9.3    Authority to Amend:  The Board, acting on behalf of the
Participating  Employer,  shall have the right at any time and from time to time
to amend or  terminate  the plan and the  trust  agreement;  provided,  that (i)
except as provided in Section  9.1, no such  amendment  shall have the effect of
diverting  the trust  fund to  purposes  other  than the  exclusive  benefit  of
participants,   and   (ii)  no  such   amendment   that   alters   the   duties,
responsibilities  or liabilities of the Trustee shall be made unless the Trustee
consents  thereto  in  writing.  No  amendment  to the  plan  shall  decrease  a
participant's accrued benefit as of the date of such amendment. A plan amendment
which  has the  effect  of (a)  eliminating  a  retirement-type  subsidy  or (b)
eliminating  an  optional  form of  distribution  shall be treated  as  reducing
accrued benefits.  Notwithstanding the foregoing, and until otherwise decided by
the Board,  the officer of the Company  specifically  designated in  resolutions
adopted by the Board  shall have the  authority  to amend the plan to (i) comply
with changes in laws or government rules or regulations  applicable to the plan;
(ii) maintain the tax-qualified status of the plan; (iii) provide for the merger
or  consolidation  of another plan into this plan, or the transfer of the assets
or  liabilities  of another plan to this plan,  and, in connection  therewith to
comply with the provisions of the Treasury  Regulations  under Section 411(d)(6)
of the Code; and (iv) revise the Exhibits  attached  hereto.  See Section 12 for
provisions regarding termination of the plan.

                                       54
9.4    Requirements of  Writing:  All  requests,   directions,
requisitions  and  instructions  of the  Committee  to the  Trustee  shall be in
writing, signed by such person or persons as designated by the Committee.

          Section 10.    Allocation of Responsibilities Among Named Fiduciaries:
          ----------     ------------------------------------------------------

                  10.1Duties of Named  Fiduciaries:  The named  fiduciaries with
respect  to the  plan  and  the  fiduciary  duties  and  other  responsibilities
allocated  to each,  which  shall be carried  out in  accordance  with the other
applicable terms and provisions of the plan, shall be as follows:
                  10.1.1   Board:

                           (i)    To   appoint   and  remove   members  of   the
                  Committee; and

                           (ii)   To appoint and remove trustees under the plan.

                  10.1.2   Committee:

                           (i)    To interpret the provisions  of the  plan  and
                  determine the rights of participants under the plan, except to
                  the extent  otherwise  provided  in Section 14 relating to the
                  claims procedure;

                           (ii)   To administer the plan in accordance  with its
                  terms,  except to the  extent  powers to  administer  the plan
                  specifically are delegated to another named fiduciary or other
                  person or persons as provided in the plan;

                           (iii)  To  account  for the interests of participants
                  in the plan; and

                           (iv)   To  direct  the Trustee in the distribution of
                  trust assets.

                  10.1.3   Plan administrator:

                           (i)    To  file such reports as may be required  with
                  the United States Department of Labor,  the  Internal  Revenue
                  Service and any other  government  agency to which reports may
                  be required to be submitted from time to time;

                                       55
(ii)   To  comply  with  requirements  of the law for
                  disclosure of plan provisions and other  information  relating
                  to the plan to participants and other interested parties; and

                           (iii)  To  administer  the  claims  procedure  to the
                  extent provided in Section 14.

                  10.1.4   Trustee:

                           (i)    To invest and reinvest trust assets subject to
                  the provisions of Section 7;

                           (ii)   To  make   distributions  to  participants  as
                  directed by the Committee;

                           (iii)  To render annual accountings to the Company as
                  provided in the trust agreement; and

                           (iv)   Otherwise to hold, administer  and control the
                  assets  of  the  trust  as  provided  in  the  plan  and trust
                  agreement.

                  10.2   Co-fiduciary Liability: Except as otherwise provided in
ERISA,  a named  fiduciary  shall not be  responsible  or liable  for any act or
omission of another named  fiduciary with respect to fiduciary  responsibilities
allocated to such other named  fiduciaries.  A named fiduciary of the plan shall
be  responsible  and liable only for its own acts or  omissions  with respect to
fiduciary   duties   specifically   allocated  to  it  and   designated  as  its
responsibility.

                  Section 11.     Benefits Not Assignable; Facility of Payments:
                  ----------      ---------------------------------------------

                  11.1   Benefits Not Assignable:  Except as otherwise  provided
in Section 5.6 and this Section 11.1, no portion of the  accrued  benefit of any
participant  shall be subject in any manner to anticipation,  alienation,  sale,
transfer,   assignment,  pledge,  encumbrance  or  charge.  Any  attempt  so  to
anticipate,  alienate,  sell, transfer,  assign, pledge,  encumber or charge the
same shall be void.  No portion of such accrued  benefit shall be payable in any

                                       56
manner to any assignee, receiver or trustee, liable for the participant's debts,
contracts, liabilities, engagements or torts, or be subject to any legal process
to  levy  upon  or  attach.  Notwithstanding  the  foregoing,  an  offset  to  a
participant's  accrued benefit against an amount that the participant is ordered
or required to pay the plan with respect to a judgment, order, or decree issued,
or a settlement  entered into, on or after August 5, 1997, shall be permitted in
accordance with Code Sections 401(a)(13)(C) and (D).

                  11.2   Payments  to  Minors  and  Others:  If  any  individual
entitled to receive a payment  under the plan shall be physically,  mentally  or
legally  incapable  of  receiving or acknowledging  receipt of such payment, the
Committee, upon  the  receipt  of  satisfactory  evidence of his incapacity  and
satisfactory evidence that another person or institution is maintaining  him and
that no  guardian  or  committee  has been  appointed  for him,  may  cause  the
payment  otherwise  payable  to  him to be made to such person or institution so
maintaining  him.  Payment  to  such  person  or  institution  shall  be in full
satisfaction of all  claims  by or  through the participant to the extent of the
amount thereof.

Section 12.     Termination of Plan and Trust; Merger or Consolidation of Plan:
----------      --------------------------------------------------------------

                  12.1   Complete Termination: In the event of a termination  of
the plan (including a cessation of contributions  which results in a termination
of the  plan),  all  contributions  to the plan  shall  cease and no  additional
participants  shall enter the plan.  The assets  under the plan shall  remain or
become fully vested in the  participants,  beneficiaries  or other successors in
interest.  Such vested benefit of each such individual shall be held in the plan
for distribution in accordance with the provisions of Section 5; provided,  that
the Committee in its discretion  may provide at any time for  liquidation of the
trust and distribution to the participants of their accrued benefits as provided
in Section 5. If, upon  termination,  the plan does not offer an annuity  option
(purchased from a commercial  provider) and neither the  Participating  Employer
nor any affiliated  employer maintains another defined  contribution plan (other
than an employee  stock  ownership  plan  defined in Section  4975(e)(7)  of the
Code), the participant's accrued benefit may, without the participant's consent,

                                       57
be distributed to the participant. However, if the Participating Employer or any
affiliated  employer maintains another defined  contribution plan (other than an
employee stock  ownership plan defined in Section  4975(e)(7) of the Code),  the
participant's  accrued  benefit  may,  without  the  participant's  consent,  be
transferred  to such  other  plan if the  participant  does  not  consent  to an
immediate  distribution.  Notwithstanding the foregoing,  all distributions upon
termination of the plan shall be subject to the limitations set forth in Section
5.8 of the plan. For purposes of the plan, a termination of  contributions  or a
suspension  or  reduction  of  such  contributions  amounting  in  effect  to  a
termination of contributions shall be a termination of the plan.

                  12.2   Partial   Termination:  In  the   event  of  a  partial
termination  of the plan,  the  provisions of Section 12.1  regarding a complete
termination shall apply in determining  interests and rights of the participants
and their  beneficiaries with respect to whom the partial termination occurs and
to  the  portion  of  the  trust  fund  allocable  to  such   participants   and
beneficiaries.

                  12.3   Merger  or Consolidation: In the event of any merger or
consolidation  of the plan  with any  other  plan,  or a  transfer  of assets or
liabilities  of the  plan to any  other  plan  (which  merged,  consolidated  or
transferee  plan is referred to in this Section 12.3 as the  "successor  plan"),
the amount each participant  would receive if the successor plan (and this plan,
if he has any interest remaining therein) were terminated  immediately after the
merger,  consolidation  or transfer shall equal or be greater than the amount he
would have received if this plan (and the successor plan, if he had any interest
therein  immediately  prior  to the  merger,  consolidation  or  transfer)  were
terminated  immediately  preceding the merger,  consolidation or transfer.  From
time to time,  the Company or one of its  affiliated  employers will acquire the
assets and employees of other  companies by corporate  merger or  otherwise.  In
connection therewith, the Company or one of its affiliated employers will become
the sponsor of the tax-qualified  defined  contribution plan or plans maintained
by the acquired company (the "acquired plans"). From time to time, pursuant to a
Retirement Plan Merger Agreement, one or more acquired plans will be merged into
this plan. The Retirement Plan Merger Agreements providing for such plan mergers
will be attached hereto as Exhibit D.

                                       58
12.4   Protection  of   Benefits:  No   termination,   partial
termination,  merger or  consolidation  or  transfer of assets of the plan shall
reduce  a  participant's  accrued  benefit  or  eliminate  an  optional  form of
distribution.  For  purposes  of  this  Section  12.4,  a  termination,  partial
termination,  merger  or  consolidation  of the  plan  that  has the  effect  of
decreasing a  participant's  accrued  benefit or eliminating an optional form of
benefit with respect to benefits  attributable  to service  before the amendment
shall be treated as reducing an accrued benefit.

                  Section 13.     Communication to Employees:
                  ----------      --------------------------

                  The Company shall  communicate the principal terms of the plan
to the  participants  and  beneficiaries  in accordance with the requirements of
ERISA. The Company shall make available for inspection by participants and their
beneficiaries,  during  reasonable  hours at the principal office of the Company
and at such other places as may be required by ERISA, a copy of the plan,  trust
agreement and such other documents as may be required by ERISA.

                  Section 14.      Claims Procedure:
                  ----------       ----------------

                  The following claims procedure shall apply with respect to the
plan:
                  14.1   Filing  of a Claim  for  Benefits: If a  participant or
beneficiary (the "claimant")  believes he is entitled to benefits under the plan
that are not being paid to him or accrued for his benefit, he may file a written
claim therefor with the plan  administrator.  If the plan  administrator  is the
claimant, all actions required to be taken by the plan administrator pursuant to
this  Section  14 shall be taken  instead  by  another  member of the  Committee
designated by the Committee.

                                       59
14.2   Notification  to  Claimant  of Decision: Within 90 days
after  receipt  of a claim  by the plan  administrator,  or  within  180 days if
special circumstances require an extension of time, the plan administrator shall
notify  the  claimant  of its  decision  with  regard to the  claim.  If special
circumstances  require an extension of time, a written  notice of the  extension
shall be  furnished  to the  claimant  prior to  commencement  of the  extension
setting forth the special  circumstances and the date by which the decision will
be furnished.  If such claim is wholly or partially denied, notice thereof shall
be written in a manner calculated to be understood by the claimant and shall set
forth:  (i) the  specific  reason  or  reasons  for the  denial;  (ii)  specific
reference to pertinent  plan  provisions  on which the denial is based;  (iii) a
description of any additional material or information necessary for the claimant
to perfect the claim and an  explanation  of why such material or information is
necessary; and (iv) an explanation of the procedure for review of the denial. If
the plan  administrator  fails to notify the  claimant of the decision in timely
manner,  the claim shall be deemed denied as of the close of the initial  90-day
period (or the extension period, if applicable).

                  14.3   Procedure for Review:  Within 60 days following receipt
by  the  claimant  of  notice denying his claim in whole or in part, or, if such
notice  is not given,  within 60 days  following  the latest  date on which such
notice timely could have been given, the claimant may appeal denial of the claim
by filing a written application for review with the  Committee.  Following  such
request for review,  the  Committee  shall fully and fairly  review the decision
denying the claim. Prior to the decision of the Committee, the claimant shall be
given an  opportunity  to review  pertinent  documents  and  submit  issues  and
comments in writing.

                  14.4   Decision on Review: The  decision  on review of a claim
denied  in  whole  or in part by the  plan  administrator  shall  be made in the
following manner:

                                       60
14.4.1  Notification  to claimant of decision:  Within 60 days
         following receipt by the Committee of the request for review, or within
         120 days if special  circumstances  require an extension  of time,  the
         Committee  shall notify the  claimant in writing of its  decision  with
         regard to the claim. If special  circumstances  require an extension of
         time,  written  notice  of the  extension  shall  be  furnished  to the
         claimant prior to the commencement of the extension. If the decision on
         review is not furnished in a timely  manner,  the claim shall be deemed
         denied as of the close of the initial  60-day  period (or the extension
         period, if applicable).

                  14.4.2 Format and content of decision:  The decision on review
         of a claim that is denied in whole or in part shall set forth  specific
         reasons  for  the  decision  written  in  a  manner  calculated  to  be
         understood by the claimant and shall cite the pertinent plan provisions
         on which the decision is based.

                  14.4.3  Effect of decision:  The  decision  of  the  Committee
         shall  be  final  and conclusive.

                  14.5   Action by Authorized  Representative  of  Claimant: All
actions set forth in this Section 14 to be taken by the claimant may be taken by
a representative  of the claimant duly authorized by him to act on his behalf on
such matters. The plan administrator and the Committee may require such evidence
as either  reasonably  deems necessary or advisable of the authority of any such
representative to act.

                  Section 15.     Portability of Participant Accounts:
                  ----------      -----------------------------------

                  Notwithstanding any provision of the plan to the contrary that
would  otherwise  limit a  distributee's  election  under  this  Section  15,  a
distributee  may  elect,  at  the  time  and  in the  manner  prescribed  by the
Committee,  to have  any  portion  of an  eligible  rollover  distribution  paid
directly to an eligible retirement plan specified by the distributee in a direct
rollover.

                  15.1    Definitions: The following definitions shall apply for
         purposes of this Section 15:

                  15.1.1. Eligible rollover  distribution:  An eligible rollover
         distribution  is any  distribution of all or any portion of the balance
         to the credit of the  distributee,  except  that an  eligible  rollover
         distribution does not include: any distribution that is one of a series
         of  substantially  equal periodic  payments (not less  frequently  than

                                       61
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 10
         years or more;  any  distribution  to the extent such  distribution  is
         required under Section 401(a)(9) of the Code; any hardship distribution
         described  in  Section  401(k)(2)(B)(i)(iv);  and  the  portion  of any
         distribution that is not includible in gross income (determined without
         regard to the exclusion for net unrealized appreciation with respect to
         employer securities).

                  15.1.2 Eligible  retirement plan: An eligible  retirement plan
         is 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.

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

                  15.1.4  Direct  rollover:  A  direct  rollover is a payment by
         the plan to the  eligible retirement plan specified by the distributee.

                  15.2   Construction:  Notwithstanding  anything  contained  in
this Section 15 to  the contrary, the provisions of this Section 15 shall at all
times  be construed and enforced according to the requirements of Section 401(a)
(31) of the Code and the  Treasury  Regulations  thereunder,  as the same may be
amended from time to time.

                  Section 16.    Rollovers:
                  ----------     ---------

                  An eligible  employee  who receives a  distribution  of all or
part of his  interest  from  another  retirement  plan  (including  another plan
maintained by the  Participating  Employer or an affiliated  employer)  which is
qualified under Section 401(a) of the Code on the date of distribution may, with
the  consent of the  Committee  in  accordance  with  procedures  adopted by the

                                       62
Committee, transfer all or a part of such distribution to the Trustee under this
plan. The amount so transferred  may only include cash,  shares of Company stock
or other property approved by the Committee.  In applying the provisions of this
Section 16, the following provisions shall apply:

                  16.1   Timing:  The transfer to the  Trustee  must occur on or
before 60 days following receipt by the eligible employee of such  distribution.
If such  distribution  previously  was  deposited  in an  individual  retirement
account or individual  retirement annuity as defined in Section 408 of the Code,
the transfer must occur on or before 60 days  following  receipt by the eligible
employee  of  all or any  portion  of the  balance  to  his  credit  under  such
individual retirement account or individual retirement annuity.

                  16.2   Eligibility:  The distribution  made  to  the  eligible
employee must be an eligible rollover distribution as defined in Section 15.1.1.

                  16.3   Maximum Amount: The amount transferred  to the  Trustee
shall be limited to the maximum rollover amount as provided in Section 402(c)(2)
of the Code.

                  16.4   Accounting: The amount transferred to the Trustee shall
be credited  to the  eligible  employee's  rollover  account.  The assets in the
rollover  account  shall be  administered  by the  Trustee in the same manner as
other trust assets.

                  16.5   Transfers  Prior  to  Becoming  a  Participant:   If an
eligible employee who makes such a transfer has not completed the  participation
requirements  of Section 1.31,  his rollover  account  shall  represent his sole
interest in the plan until he becomes a participant.

Section 17.    Special Provisions Relating to Transfers From Qualified Plans:
----------     -------------------------------------------------------------

                  With the  approval of the  Committee  and in  accordance  with
procedures  adopted by the  Committee,  the Trustee  shall receive and hold as a
part of the trust fund assets  transferred (the  "transferred  assets") directly
from the trustee or  custodian  of any other  retirement  plan (the  "transferor
plan") that is qualified  under  Section  401(a) of the Code.  Such  transferred
assets  may only  include  cash or shares of  Company  stock.  In  applying  the
provisions of this Section 17, the following provisions shall apply:

63
17.1   Accounting: The transferred assets of each  participant
shall be credited to the  subaccounts of the participant as described in Section
1.1 as determined by the Committee,  taking into account the applicable  vesting
schedule,  the source of the transferred assets,  amounts subject to special tax
treatment and withdrawal rules. Additional subaccounts shall be established,  if
required, to accommodate these objectives.

                  17.2   Liability of Trustee: The Trustee  under the plan shall
not be liable or responsible for any acts or omissions in the  administration of
any  transferor  plan or the trust  thereunder of any other person or entity who
was trustee,  custodian  or other  fiduciary  under such  transferor  plan.  The
Trustee  under  the  plan  shall  be  held  harmless  from  such   liability  or
responsibility.

                  17.3   Protected Benefits Under Section 411(d)(6) of the Code:
The protected  benefits of the transferor plan, as defined in Section  411(d)(6)
of the Code, shall be preserved with respect to the transferred assets.

                  17.4   Authority of Committee: To the extent not  inconsistent
with the  provisions  of this Section 17, the Committee may make rules or bylaws
supplementing and implementing the provisions of this Section 17.

                  17.5   Impermissible Transfers: Notwithstanding any provisions
of this  Section  17 to the  contrary,  the  Committee  shall not permit nor the
Trustee  accept any direct or  indirect  transfers  (as that term is defined and
interpreted  under Section  401(a)(11) of the Code and the Treasury  Regulations
thereunder) from a defined benefit plan, money purchase plan (including a target
benefit plan),  stock bonus or  profit-sharing  plan which would  otherwise have
provided for a life annuity form of payment to the employee.

                                       64
Section 18.     Special Top-Heavy Provisions:
                  ----------      ----------------------------

                  The following special provisions shall apply and supersede any
conflicting  provision  in the plan with  respect  to any plan year in which the
plan is determined to be top-heavy (as described in Section 18.1.7):

                  18.1   Definitions:  The following definitions shall apply for
         purposes of this Section 18:

                  18.1.1 "Company"  means  the  Participating  Employer  and its
         affiliated employers.

                  18.1.2 "Company  contributions" for purposes of Section 18.2.1
         may  include  matching  contributions  to the  extent  permitted  under
         Section 416 of the Code and the regulations issued thereunder.

                  18.1.3  "Determination  date"  means  the  last  day  of   the
         preceding plan year.

                  18.1.4 "Key  employee"  means any employee or former  employee
         (and the  beneficiaries  of such  employee)  who at any time during the
         determination  period is an officer of the Company if such individual's
         annual  statutory   compensation  exceeds  50  percent  of  the  dollar
         limitation  under  Section  415(b)(1)(A)  of the  Code,  an  owner  (or
         considered  an owner  under  Section  318 of the Code) of one of the 10
         largest  interests  in  the  Company  if  such  individual's  statutory
         compensation exceeds 100 percent of the dollar limitation under Section
         415(c)(1)(A)  of the Code,  a 5 percent  owner of the  Company,  or a 1
         percent owner of the Company who has an annual  statutory  compensation
         of more than $150,000.  Annual statutory  compensation  means statutory
         compensation as defined in Section 1.41 of the plan. The  determination
         period shall be the plan year containing the determination date and the
         preceding 4 plan years. The determination of who is a key employee will
         be made in  accordance  with  Section  416(i)(1) of the Code. A non-key
         employee means any employee who is not a key employee.

                  18.1.5  "Permissive  aggregation  group"  means  the  required
         aggregation  group and any other  plan or plans of the  Company  which,
         when considered as a group with the required  aggregation  group, would
         continue to satisfy the  requirements of Sections  401(a)(4) and 410 of
         the Code.

                  18.1.6 "Required  aggregation  group" means (i) each qualified
         plan of the Company in which at least one key employee  participates or
         participated at any time during the determination period (regardless of
         whether the plan has terminated),  and (ii) any other qualified plan of
         the  Company  which  enables  a  plan  described  in (i)  to  meet  the
         requirements of Section 401(a)(4) or 410 of the Code.

                                       65
18.1.7  "Top-heavy  plan" means,  for any plan year  beginning
         after  December 31, 1983,  the plan if any of the following  conditions
         exists:

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

                           (ii)  This plan is a part of a  required  aggregation
                  group but not part of a permissive  aggregation  group and the
                  top-heavy ratio for such group exceeds 60 percent.

                           (iii) This 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
                  60 percent.

                  18.1.8   "Top-heavy ratio" means the following:

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

                           (ii) If the  Company  maintains  one or more  defined
                  contribution plans (including any simplified  employee pension
                  plan) and the Company  maintains or has maintained one or more
                  defined benefit plans which during the 5 year period ending on
                  the determination date(s) has or has had any accrued benefits,
                  the top-heavy ratio for any required or permissive aggregation
                  group as appropriate is a fraction,  the numerator of which is
                  the sum of  accrued  benefits  under  the  aggregated  defined

                                       66
contribution  plan or plans for all key employees,  determined
                  in accordance with paragraph (i) above,  and the present value
                  of accrued benefits under the aggregated  defined benefit plan
                  or  plans  for  all  key  employees  as of  the  determination
                  date(s),  and  the  denominator  of  which  is the  sum of the
                  accrued  benefits  under the aggregated  defined  contribution
                  plan or plans for all  participants,  determined in accordance
                  with  paragraph  (i) above,  and the present  value of accrued
                  benefits  under  the  defined  benefit  plan or plans  for all
                  participants as of the determination  date(s),  all determined
                  in  accordance  with  Section  416 of the  Code.  The  accrued
                  benefits  under a defined  benefit plan in both the  numerator
                  and  denominator of the top-heavy  ratio are increased for any
                  distribution  of an accrued  benefit made in the 5 year period
                  ending on the determination date.

                           (iii) For purposes of paragraphs  (i) and (ii) above,
                  the value of account balances and the present value of accrued
                  benefits will be  determined  as of the most recent  valuation
                  date that falls within or ends with the 12-month period ending
                  on the  determination  date, except as provided in Section 416
                  of the Code for the first and  second  plan years of a defined
                  benefit plan. The account  balances and accrued  benefits of a
                  participant  who (a) is not a key  employee  but who was a key
                  employee in a prior year, or (b) is not credited with at least
                  one hour of service with any employer  maintaining the plan at
                  any time during the 5 year period ending on the  determination
                  date will be disregarded.  Calculation of the top-heavy ratio,
                  and  the  extent  to  which  distributions,   rollovers,   and
                  transfers  are taken into account  shall be made in accordance
                  with   Section   416  of   the   Code.   Deductible   employee
                  contributions  will not be taken into  account for purposes of
                  computing the top-heavy  ratio.  When  aggregating  plans, the
                  value  of  account  balances  and  accrued  benefits  will  be
                  calculated with reference to the determination dates that fall
                  within  the same  calendar  year.  The  accrued  benefit  of a
                  participant  other  than a key  employee  shall be  determined
                  under (a) the  method,  if any,  that  uniformly  applies  for
                  accrual purposes under all defined benefit plans maintained by
                  the  Company,  or (b) if there is no such  method,  as if such
                  benefit accrued not more rapidly than the slowest accrual rate
                  permitted under the fractional rule of Section 411(b)(1)(C) of
                  the Code.

                  18.1.9  "Valuation date" means the year-end adjustment date as
           defined in Section 1.4.

                  18.2   Top-Heavy  Requirements:   Notwithstanding  any   other
provisions of the plan, the plan must satisfy the following requirements for any
plan year in which the plan is a top-heavy plan:

                                       67
18.2.1 Minimum  allocation  requirements:  Except as otherwise
         provided in (a) and (b) below, the Company  contributions  allocated to
         his  account  on behalf of any  participant  who is not a key  employee
         shall not be less than the  lesser of 3 percent  of such  participant's
         statutory  compensation  or, if the Company has no defined benefit plan
         which  designates  this plan to satisfy  Section  416 of the Code,  the
         largest percentage of Company contributions  allocated on behalf of any
         key employee for that year. The minimum  allocation shall be determined
         without  regard  to any  Social  Security  contribution.  This  minimum
         allocation shall be made even though, under other plan provisions,  the
         participant  otherwise  is not  entitled to receive an  allocation,  or
         would have received a lesser  allocation  for the year,  because of (i)
         the  participant's  failure to complete  1,000 hours of service (or any
         equivalent  provided in the plan),  (ii) the  participant's  failure to
         make mandatory  employee  contributions to the plan, or (iii) statutory
         compensation less than a stated amount.  The provisions of this Section
         18.2.1 shall not apply:  (a) to any participant who was not employed by
         the Company on the last day of the plan year, or (b) to any participant
         to the extent the  participant is covered under any other plan or plans
         of the Company  that  provide  that the minimum  allocation  or benefit
         requirement  applicable  to  top-heavy  plans shall be met in the other
         plan or plans. The minimum allocation  required (to the extent required
         to be  nonforfeitable  under  Section  416(b) of the Code) shall not be
         forfeited  under Section  411(a)(3)(B)  or 411(a)(3)(D) of the Code. If
         any additional Company contribution is required to be made on behalf of
         a participant  to satisfy the provisions of this Section  18.2.1,  such
         Company  contribution  shall be allocated to the Employer  supplemental
         matching  contribution account of the participant.  Notwithstanding the
         foregoing,  if the Company  maintains  any other  defined  contribution
         plan,  the Company  shall provide a minimum  allocation  under one such
         plan  equal to 3 percent of  statutory  compensation  for each  non-key
         employee  who is  entitled  to a minimum  allocation  under each of the
         plans.

                  18.2.2  Minimum  vesting  requirements:  For any plan  year in
         which the plan is  top-heavy,  "3 or more  years of  service"  shall be
         substituted  for "5 or more  years of  service"  in  Section  3.1.  The
         provisions  of this Section  18.2.2 shall apply to all benefits  within
         the  meaning  of  Section  411(a)(7)  of the Code,  including  benefits
         accrued  before the plan became  top-heavy.  Further,  no  reduction in
         vested benefits shall occur in the event the plan's status as top-heavy
         changes for any plan year. However, this Section 18.2.2 shall not apply
         to the account of any employee who does not complete an hour of service
         after the plan first  becomes  top-heavy,  and such  employee's  vested
         interest in such accounts  shall be determined  without  regard to this
         Section 18.

                  Section 19.     Limitations on Allocations:
                  ----------      --------------------------

                  19.1   Limitations: Subject to the provisions of Sections 19.3
and 19.4, in no event shall the sum of the annual  additions to the account of a
participant for any limitation year beginning on or after January 1, 1987, under

                                       68
this plan and any other defined  contribution  plan (as defined in Section 19.4)
of the Company, exceed in the aggregate the lesser of: (a) $30,000,  referred to
herein as the  "dollar  limitation,"  or (b) 25  percent  of such  participant's
statutory  compensation  received during the limitation year, referred to herein
as the "statutory compensation  limitation." The amount of the dollar limitation
shall be adjusted in accordance  with the Code to reflect  increases in the cost
of living.  If the  limitations  provided in this Section 19.1 would be exceeded
for any limitation year with respect to any participant,  any required reduction
in the annual  additions  to his  account  shall be made as  provided in Section
19.2.

                  19.2   Adjustments:  If, as a result of a reasonable  error in
estimating  a  participant's  statutory  compensation,  a  reasonable  error  in
determining  the amount of elective  deferrals that may be made by a participant
under  the   limitations  of  this  Section  19,  or  other  limited  facts  and
circumstances,  the dollar limitation or statutory  compensation  limitation set
forth in Section 19.1 would be exceeded  for any  limitation  year,  such excess
with respect to a participant  for such  limitation year shall be disposed of as
follows:

                  (i)    First,  salary  reduction  contributions, and any gains
         attributable thereto, to  the extent of any excess shall be distributed
         to the participant.

                  (ii)  Thereafter,  if further  reductions are necessary,  then
         such  participant's  share of the  employer  contributions  (other than
         salary  reduction  contributions)  for the  limitation  year  shall  be
         reduced to the extent of any such remaining  excess.  The amount of the
         reduction shall be reallocated among the remaining  participants in the
         ratio that each such participant's  statutory  compensation  during the
         limitation   year  in  question   bears  to  the  aggregate   statutory
         compensation of all such  participants  during such limitation year and
         before any salary reduction contributions,  matching contributions,  or
         supplemental  employer  contributions  for  such  limitation  year  are
         allocated.  If all of the amount of such  reduction with respect to the
         participant  and the amount of any reduction  with respect to any other
         participant  cannot be reallocated  without causing the account of each
         other  participant  to exceed the dollar  limitation  or the  statutory
         compensation  limitation,  then  such  amount  shall be  credited  to a
         separate account, designated as the "allocation suspense account."

                                       69
(iii) The allocation suspense account shall contain the excess
         amounts  of  employer  contributions  from  all  limitation  years  and
         earnings  thereon.  Such excess  amounts  shall be  allocated  for each
         succeeding  limitation  year among the accounts of  participants in the
         ratio  that  each such  participant's  statutory  compensation  for the
         limitation   year  in  question   bears  to  the  aggregate   statutory
         compensation of all such  participants  during such limitation year and
         before any salary reduction contributions,  matching contributions,  or
         supplemental  employer  contributions for such year are allocated.  The
         allocation  suspense  account  shall be  invested by the Trustee in the
         investment  fund designated by the Committee.  The allocation  suspense
         account  shall  be  adjusted   annually  for   additions   thereto  and
         distributions therefrom. If the plan is terminated,  any balance in the
         allocation   suspense   account  shall  be  returned  to  the  Company.
         Notwithstanding  the foregoing,  each suspense account maintained under
         the ESOP portion of the predecessor  plan because of the limitations of
         Section  415 of the Code  shall  continue  to be  allocated  among  the
         participants  in  accordance  with  the  applicable  provisions  of the
         predecessor plan.

Notwithstanding the foregoing,  in no event shall salary reduction contributions
be  distributed  pursuant to paragraph (i) of this Section 19.2 to a participant
who is a  highly  compensated  employee.  Any  excess  with  respect  to  such a
participant  shall be disposed of in the manner  described in paragraph  (ii) of
this Section 19.2.

                  19.3   Participation  in this Plan and a Defined Benefit Plan:
This Section 19.3 shall apply with respect to limitation  years  beginning prior
to January 1, 2000.  If at any time a participant  is a participant  in the plan
and in a defined  benefit plan of the Company,  in no event shall the sum of the
defined  benefit  fraction  (as  defined in this  Section  19.3) and the defined
contribution  fraction (as defined in this Section 19.3) for any limitation year
exceed 1.0. For purposes of this Section 19.3, and except as otherwise  provided
in this Section 19, the "defined benefit  fraction" for any limitation year of a
defined benefit plan shall be a fraction the numerator of which is the projected
annual benefit of the participant under all defined benefit plans (as determined
as of the close of such  limitation  year),  and the denominator of which is the
lesser of (i) the  product  of 1.25 and the  dollar  limitation  in  effect  for
defined  benefit  plans  for such  limitation  year  (referred  to herein as the
"defined  benefit  dollar  limitation"),  and  (ii) the  product  of 1.4 and 100
percent of the  participant's  average  annual  statutory  compensation  for the

                                       70
period of 3  consecutive  calendar  years (or the actual  number of  consecutive
years of  employment  with the Company if the  participant  was  employed by the
Company  for less than 3  consecutive  years)  which will  produce  the  highest
average  (referred  to herein as the  "defined  benefit  statutory  compensation
limitation"). The "defined contribution fraction" for any limitation year of the
plan  shall be a  fraction  the  numerator  of  which  is the sum of the  annual
additions to the  participant's  accounts  under the plan and all other  defined
contribution  plans  maintained  by  the  Company  through  the  close  of  such
limitation year, and the denominator of which is the sum of the lesser of (A) or
(B) for such  limitation  year and each prior  limitation  year during which the
participant was an employee of the Company  (regardless of whether a plan was in
existence  during those years),  where (A) is the product of 1.25 and the dollar
limitation in effect for such  limitation  year  (determined  without  regard to
Section  415(c)(6) of the Code), and (B) is the product of 1.4 and the statutory
compensation  limitation for the limitation year. If the limitation  provided in
this Section 19.3 would be exceeded for any  limitation  year,  the reduction in
the sum of the defined benefit  fraction and the defined  contribution  fraction
necessary  to  comply  with  the  limitation   shall  be  made  in  the  defined
contribution fraction.

                  19.4   Definitions: For the purpose of  applying  the rules of
this Section 19, the following provisions shall apply: (a) the "limitation year"
shall be the plan year; (b) "Social  Security  retirement  age" means the age at
which a participant is eligible to retire and receive an unreduced benefit under
the Social  Security Act; (c) all defined  benefit plans of the Company shall be
considered as a single plan, and all defined  contribution  plans of the Company
shall be considered as a single plan; (d) "projected  annual  benefit" means the
annual normal  retirement  benefit  payable in the form of a single life annuity
(with no ancillary  benefits) to which a participant would be entitled under the
terms of the defined benefit plan if the following factors are assumed:  (i) the
participant  will continue  employment  with the Company until he reaches Social

                                       71
Security  retirement  age (or until his then current  age, if he has  previously
reached  Social  Security  retirement  age);  (ii) the  participant's  statutory
compensation  for the  limitation  year will  remain the same until the date the
participant attains Social Security retirement age; and (iii) all other relevant
factors  used to  determine  benefits  under the  defined  benefit  plan for the
limitation year will remain constant for all future  limitation  years;  (e) the
"annual  addition" with respect to any limitation  year of the plan beginning on
or after  January  1, 1987 means the sum of the  following  items  allocated  on
behalf  of  a  participant:   (i)  Company  contributions,   including,  without
limitation,  excess  contributions,  excess  aggregate  contributions;  (ii) all
forfeitures;  (iii)  the  amount  of the  participant's  nondeductible  employee
contributions  for the limitation  year  (nondeductible  employee  contributions
shall  be  considered  made  with  respect  to a  particular  plan  year if such
contributions actually are made by  the  participant  during  such plan  year or
within 30 days  after the close of such plan year); (iv) amounts allocated after
March 31, 1984 to an individual medical account, as defined in Section 415(l) of
the Code, which is part of a defined benefit plan maintained by the Company; and
(v) amounts derived from contributions paid or accrued after  December 31, 1985,
in  taxable  years  ending  after  such  date,   which   are   attributable   to
post-retirement medical benefits allocated to  the  separate  account  of  a key
employee, as defined in Section 419A(d) of the Code,  under  a  welfare  benefit
fund, as defined in Section 419(e) of  the  Code,  maintained  by  the  Company;
provided, that the following are not "annual additions":  (1) transfers of funds
from one qualified plan to another; (2) rollover contributions  (as  defined  in
Sections  402(c)(4),  403(a)(4), 403(b)(8)  and  408(d)(3)  of  the  Code);  (3)
repayments  of  loans  made to a participant  from the plan;  (4) repayments  of
distributions received by an employee pursuant to  Section  411(a)(7)(B)  of the
Code;  (5)  repayments  of  distributions  received  by  an employee pursuant to
Section  411(a)(3)(D)  of  the  Code  (mandatory  contributions);  (6)  employee
contributions  to a simplified  employee pension which are excludible from gross
income  under  Section  408(k)(6)  of   the   Code;  (7)   deductible   employee

                                       72
contributions to a qualified plan; and (8) excess elective deferrals distributed
to  a  participant  pursuant  to  Section  2.1.1  of  the  plan;  (f)   "defined
contribution plan"  means  a  plan,  including  this  plan, that provides for an
individual  account for each  participant  and for benefits based  solely on the
amount contributed to the participant's account and any income, expenses,  gains
and  losses,  and  forfeitures  of  accounts  of other  participants that may be
allocated to such participant's  account;  and "defined  benefit plan" means any
plan that is not a defined  contribution plan; provided,  that only  plans which
are  described  in Section  415(k)(1) of the Code shall be included  within  the
definition  of a defined  contribution  plan or a defined benefit  plan,  as the
case  may  be;  (g) any  affiliated  employer  shall  be  considered  to  be the
Company; provided that for the purposes of this  Section  19,  determination  of
the members of a controlled  group  of  employers  and  employers  under  common
control  pursuant to Sections  414(b) and (c) of  the  Code  shall  be  made  by
substituting  the phrase "more than 50  percent"  for  the  phrase  "at least 80
percent"  where it appears in  such  Code  sections;   and  (h)  notwithstanding
anything in this Section 19 to the contrary,  the  limitations,  adjustments and
other  requirements  prescribed in this Section 19 shall comply with Section 415
of the Code.

                  Section 20.     Parties to the Plan; Transfers of Employees:
                  ----------      -------------------------------------------

                  The employers listed on Exhibit B are  employer-parties to the
plan. By separate agreement with the Company,  one or more additional  employers
may become  parties to the plan.  The  following  provisions  shall apply to all
parties to the plan except as  otherwise  expressly  provided  herein or in such
separate agreement:

                  20.1   Application of Plan and Trust Agreement: The plan shall
apply as a single plan with respect to each Participating Employer as if it were
only one employer-party.

                  20.2   Service with a  Participating  Employer:   Service  for
purposes of the plan shall be interchangeable among each Participating  Employer
and shall not be deemed interrupted or terminated by the transfer at any time of

                                       73
an employee from the service of one Participating Employer to service of another
Participating Employer. In addition,  service as an ineligible employee shall be
taken  into  account  in  determining  an  employee's  eligibility  to  become a
participant and his vested accrued benefit under the plan.

                  20.3   Contributions    by   each   Participating    Employer:
Notwithstanding any provision of the plan to the contrary, the following special
provisions shall apply:

                  20.3.1 Salary reduction contributions to the plan with respect
         to each Participating  Employer shall be determined and paid separately
         by each Participating Employer in accordance with the provisions of the
         plan applicable to such Participating  Employer. If a participant is in
         the service of more than one Participating Employer during a plan year,
         each such  Participating  Employer shall be responsible  for any salary
         reduction  contribution  to  be  made  to  the  plan  pursuant  to  the
         participant's  deferral  election with respect to the compensation paid
         by such  Participating  Employer to such participant.  If a participant
         who is  eligible  to make salary  reduction  contributions  to the plan
         pursuant to Section 2.1 is transferred to ineligible  employee  status,
         he shall  not be  entitled  to make  any  additional  salary  reduction
         contributions  to the plan on or after the  first  payroll  date  which
         commences on or after the date he is transferred to ineligible employee
         status.  If an individual who is not eligible to make salary  reduction
         contributions  to the plan  pursuant to Section 2.1 is  transferred  to
         eligible employee status, he shall be entitled to make salary reduction
         contributions to the plan pursuant to Section 2.1 on and after the date
         he is transferred to eligible employee status.

                  20.3.2 Matching contributions to the plan with respect to each
         Participating  Employer shall be determined and paid separately by each
         Participating  Employer in accordance  with the  provisions of the plan
         applicable to such Participating  Employer.  If a participant is in the
         service  of more than one  Participating  Employer  during a plan year,
         each such Participating  Employer shall be responsible for any matching
         contributions  to be made on behalf of such participant with respect to
         the salary reduction  contributions made by such Participating Employer
         on  behalf  of  such  participant  and  the  compensation  paid by such
         Participating  Employer to such  participant.  If a participant  who is
         eligible to receive an allocation of matching contributions pursuant to
         Section 2.2 is transferred to ineligible  employee status, he shall not
         be entitled to receive an allocation of matching contributions pursuant
         to Section  2.2 on or after the date he is  transferred  to  ineligible
         employee  status.  If an  individual  who is not eligible to receive an
         allocation  of  matching  contributions  pursuant  to  Section  2.2  is
         transferred  to  eligible  employee  status,  he shall be  entitled  to
         receive an allocation of matching contributions pursuant to Section 2.2
         on and after the date he is transferred to eligible employee status.

                                       74
20.4   Authority of Board:  Except as  otherwise  provided  in
Section 9.3,  the Board shall have the power to amend or terminate  the plan and
trust  agreement  as  applied  to each  Participating  Employer  and the  proper
officers  of each  Participating  Employer  shall be  authorized  to execute all
documents and take all other  actions as shall be deemed  necessary or advisable
to effectuate and carry out any such amendment as applied to such party.

             Section 21.     Compliance with the Uniformed Services Employment
             ----------      -------------------------------------------------
                             and Reemployment Rights Act of 1994:
                             -----------------------------------

                  Notwithstanding any provision of the plan to the contrary, the
following  special  provisions  shall  apply  with  respect  to a  participant's
reemployment  rights under the Uniformed  Services  Employment and  Reemployment
Rights Act of 1994 ("USERRA"):

                  21.1   Treatment of USERRA  Contributions:  Any  contributions
(the "USERRA contributions") made to the plan by the Participating Employer or a
participant by reason of such  participant's  reemployment  rights under USERRA,
shall not be subject to the maximum  dollar limit in Section 2.1.1 or the annual
addition  limitations  in Section  19,  and shall not be taken  into  account in
applying such  limitations  to other  contributions  under the plan or any other
plan, with respect to the plan year in which such USERRA contributions are made.
USERRA contributions shall, however, be subject to such limitations with respect
to the plan year to which the USERRA contributions relate. The plan shall not be
treated as failing to meet the  requirements of Sections  401(a)(4),  401(k)(3),
401(k)(11),  401(k)(12),  401(m),  410(b)  or 416 of the Code by  reason  of the
USERRA contributions.

                  21.2   Rights With Respect to Salary Reduction Contributions:

                  21.2.1 A participant  who is entitled to  reemployment  rights
         under   USERRA   may  elect  to  make   additional   salary   reduction
         contributions  (the  "make-up  contributions")  to the plan  during the
         period which begins on the date such participant  reenters service with
         the Participating Employer and has the same length as the lesser of (i)
         the product of 3 and the period of the participant's qualified military
         service which  resulted in such rights,  and (ii) 5 years.  The maximum

                                       75
amount of the make-up  contributions a participant may make to the plan
         pursuant  to this  Section  21.2 shall be the  maximum  amount that the
         participant  could  have  made to the plan  during  the  period  of the
         participant's   qualified  military  service  if  the  participant  had
         continued  in service  during such period and  continued to receive his
         compensation from the Participating  Employer.  Proper adjustment shall
         be made to the amount  determined under the preceding  sentence for any
         salary reduction  contributions actually made by the participant during
         his period of qualified military service.

                  21.2.2 With respect to each  participant  who  actually  makes
         make-up  contributions  to the plan, the  Participating  Employer shall
         contribute to the trust under the plan the matching  contributions with
         respect to such make-up  contributions that would have been required by
         Section 2.2 had such make-up  contributions been made during the period
         of the participant's qualified military service.

                  21.2.3  Earnings  shall not be credited  to any  contributions
         made pursuant to this Section 21 until such  contributions are actually
         received by the plan.

                  21.3   Special   Service   Crediting   Rules:   A  participant
entitled to  reemployment  rights under USERRA shall not be  treated  as  having
incurred  a break in service by reason of such participant's period of qualified
military service.  Each period of qualified military service shall be treated as
service for purposes of determining such participant's  vested  accrued benefit.

                  21.4   Loans: If a participant who is entitled to reemployment
rights  under  USERRA  has a  plan  loan  outstanding,  loan  repayments  may be
suspended during his period of qualified military service.

                  21.5   Definitions:  The following definitions shall apply for
 purposes of this Section 21:

                  21.5.1   "Qualified military service" means any service in the
         uniformed  services (as  defined in USERRA) by any  participant if such
         participant  is  entitled  to  reemployment  rights  under  USERRA with
         respect to such service.

                  21.5.2  "Compensation"  means the compensation the participant
         would have received during his period of qualified  military service if
         the  participant  were not in qualified  military  service,  determined
         based on the rate of pay the  participant  would have received from the
         Participating  Employer  but for  his  absence  during  his  period  of

                                       76
qualified  military service.  If the compensation the participant would
         have   received   during  such  period  is  not   reasonably   certain,
         compensation shall mean the participant's average compensation from the
         Participating Employer during the 12-month period immediately preceding
         his qualified  military service (or, if shorter,  the period of service
         immediately preceding his qualified military service).

                  21.6  Construction: Notwithstanding anything contained in this
Section 21 to the contrary, the provisions of this Section 21 shall at all times
be construed and enforced  according to the  requirements  of USERRA and Section
414(u) of the Code.

                  Section 22.     Special Provisions Applicable to ESOP:
                  ----------      -------------------------------------

                  Notwithstanding any provision of the plan to the contrary, the
following special provisions shall apply to the ESOP:

                  22.1  Investment:  The ESOP is designed to invest primarily in
Company stock.

                  22.2  Distributions: Distributions from the ESOP shall be made
in cash.  Notwithstanding the foregoing, a participant or beneficiary may direct
the Committee to distribute his ESOP account in shares of Company stock.

                  22.3  Restrictions on Company stock: Notwithstanding repayment
of an exempt loan or any amendment or  termination of the ESOP that causes it to
cease to be a  leveraged  employee  stock  ownership  plan with the  meaning  of
Section  4975(e)(7) of the Code, no Company stock  acquired with the proceeds of
an exempt loan shall be subject to a put, call or other  option,  or buy-sell or
similar  arrangement  while such stock is held by and when  distributed from the
ESOP, except as may be required by Regulation Section 54.4975-7(b)(10).

                  22.4  Proxy Voting: The ESOP accounts  shall be subject to the
pass-through voting requirements set forth in Section 7.1.6.

                  22.5  Valuations: All  purchases of Company  stock by the ESOP
shall be made at a price  not in  excess  of fair  market  value.  All  sales of
Company  stock by the ESOP  shall be made at a price not less  than fair  market
value. Any sale of Company stock to a disqualified person (as defined in Section
4975(e)(2) of the Code) or a  party-in-interest  (as defined in Section 3(14) of

                                       77
ERISA) shall conform to the  requirements  of Section  408(e) of ERISA.  For all
purposes of the ESOP,  the fair market value of Company stock shall be the price
of the Company  stock  prevailing  on a national  securities  exchange  which is
registered  under Section 6 of the Securities  Exchange Act of 1934. Fair market
value shall be determined as of the applicable date of the transaction.

                  22.6  Diversification:  Each  participant may elect quarterly,
in accordance with procedures adopted by the  Committee,  to have Company  stock
allocated to his ESOP account  transferred from his ESOP account to his Employer
supplemental matching  contribution  account,  liquidated and invested in one or
more of the  investment  funds made  available to  participants  pursuant to the
provisions of Section 7.1.1 (other than an investment  fund that invests  solely
in shares of Company stock),  except that,  unless a participant is a "qualified
participant"  (a) no such  transfer  shall be allowed if the  participant  has a
Company  stock fund account (as defined in Section  7.1.6) and (b) a participant
may not transfer Company stock from his ESOP account in any quarter in which the
participant has directed all or any portion of his account in an investment fund
which invests solely in shares of Company stock.  A "qualified  participant"  is
any  participant  who has attained age 55 and has been a participant in the ESOP
for at least 10 plan years.

                  22.7  Dividends:  Cash  dividends  paid  on  shares of Company
stock allocated to the participant's ESOP account shall be either distributed to
the participant or reinvested in shares of Company stock,  as  determined by the
Committee.

                  Section 23.     Miscellaneous Provisions:
                  ----------      ------------------------

                  23.1  Notices: Each participant who is not in service and each
beneficiary  shall be responsible  for furnishing the Committee with his current
address for mailing notices,  reports, and benefit payments. Any notice required
or  permitted to be given to such  participant  or  beneficiary  shall be deemed

                                       78
given if directed to such  address and mailed by first class mail.  If any check
mailed to such address is returned as undeliverable to the addressee, mailing of
checks shall be suspended  until the  participant or  beneficiary  furnishes the
proper  address.  This provision  shall not require the mailing of any notice or
notification otherwise permitted to be given by posting or other publication.

                  23.2  Lost Distributees:  A  benefit shall be deemed forfeited
if the Committee is unable  after a  reasonable  period  of time to  locate  the
participant or beneficiary to whom payment is due;  provided,  that such benefit
shall be  reinstated  if a claim is made by or on behalf of the  participant  or
beneficiary for the forfeited benefit.

                  23.3  Reliance on Data: The Company, Committee,  Trustee,  and
plan   administrator  may  rely  on  any  data  provided  by  a  participant  or
beneficiary,  including  representations  as to age, health, and marital status.
Such  representations  shall be binding on any party  seeking to claim a benefit
through  a   participant,   and  the  Company,   Committee,   Trustee  and  plan
administrator  shall have no  obligation  to inquire  into the  accuracy  of any
representation made at any time by a participant or beneficiary.

                  23.4  Bonding: Every fiduciary,  except a bank or an insurance
company, shall be bonded for each plan year to the extent required by ERISA. The
bond shall provide  protection to the plan against any loss by reason of acts of
fraud or  dishonesty by the fiduciary  alone or in connivance  with others.  The
cost of the bond  shall be an  expense  of the  trust  and  shall be paid by the
Trustee  subject to the provisions of the trust agreement and of Section 8.12 of
the plan.

                  23.5  Receipt and Release for Payments : Each  participant  by
participating in the plan  conclusively  shall be deemed to agree to look solely
to the  assets  held under the trust for  payment  of any  benefit to which such
participant  may be entitled by reason of such  participation.  Any payment made
from the plan to or with respect to any participant or beneficiary,  or pursuant
to a disclaimer by a beneficiary,  shall be in full  satisfaction  of all claims

                                       79
hereunder  against the plan, the Company and all fiduciaries with respect to the
plan to the extent of such  payment.  As a condition  precedent to payment,  the
recipient  of any  payment  from the plan may be required  by the  Committee  to
execute a receipt and release with respect thereto in such form as is acceptable
to the Committee.

                  23.6  No Guarantee: The Trustee,  Committee,  Company and plan
administrator in no way guarantee the trust fund from loss or depreciation,  nor
do they  guarantee  the payment of any money or other assets from the trust fund
that may be or become due to any person. Nothing herein contained shall give any
participant or beneficiary an interest in any specific part of the trust fund or
any other interest  except the right to receive  benefits from the trust fund in
accordance with the provisions of the plan and trust.

                  23.7  Headings: The headings and  subheadings  of the plan are
inserted for  convenience of reference and shall be ignored in any  construction
of the provisions hereof.

                  23.8  Continuation of Employment:  The  establishment  of  the
plan shall not confer any legal or other right upon any employee  or person  for
continuation  of  employment,  nor  shall it  interfere  with  the  right of the
Participating  Employer to  discharge  any  employee or to deal with him without
regard to the effect thereof under the plan.

                  23.9  Construction:  The  provisions  of  the  plan  shall  be
construed  and enforced  according  to the laws of the State of North  Carolina,
except to the extent such laws are superseded by the provisions of ERISA.

                                       80
IN WITNESS WHEREOF,  the BB&T Corporation  401(k) Savings Plan
is, by authority of the Board of Directors of the Company, executed in behalf of
the Company, the 2nd day of February, 2000.

                                               BB&T CORPORATION

                                               By:      /s/ Robert E. Greene
                                                   -------------------------
                                                        Authorized Officer

Attest:

--------------------------------
(Assistant) Secretary

[Corporate Seal]

                                       81
EXHIBIT A
                              TESTING COMPENSATION

                  1. "Compensation"  means for any participant the wages, salary
and fees for professional services and other amounts received (without regard to
whether  or not an  amount  is paid in  cash)  for  personal  services  actually
rendered by the participant in the course of his service with the  Participating
Employer  to the  extent  that  the  amounts  are  includible  in  gross  income
(including  but not limited to  commissions,  compensation  for  services on the
basis of a percentage of profits,  bonuses,  fringe benefits,  reimbursements or
other expense  allowances under a  nonaccountable  plan as described in Treasury
Regulation  Section  1.62-2(c)),  plus the participant's  elective deferrals (as
defined  in  Section  402(g)(3)  of the  Code)  and any  other  amount  which is
contributed  or deferred by the  Participating  Employer at the  election of the
participant  and which is not includible in the gross income of the  participant
by reason of Sections 125 or 457 of the Code;  amounts described in Code Section
104(a)(3),  105(a) and  105(h),  but only to the extent  that such  amounts  are
includible in the gross income of the participant; amounts paid or reimbursed by
the Participating Employer for moving expenses incurred by the participant,  but
only to the extent that at the time of the payment it is  reasonable  to believe
that these amounts are not deductible by the participant under Code Section 217;
the value of a  non-qualified  stock option  granted to the  participant  by the
Participating  Employer,  but only to the extent that the value of the option is
includible in the gross income of the  participant for the taxable year in which
granted;  and the amount  includible in the gross income of a  participant  upon
making the election described in Code Section 83(b); and excluding contributions
made by the Participating  Employer to any plan of deferred  compensation  which
are not  includible  in the  participant's  gross income for the taxable year in
which  contributed;  contributions  made by the  Participating  Employer under a
simplified  employee  pension plan;  any  distributions  from a plan of deferred
compensation; amounts realized from the exercise of a non-qualified stock option
or from the sale or other  disposition of stock acquired under a qualified stock
option;  amounts  realized  when  restricted  stock  (or  property)  held by the
participant  either  becomes  freely  transferable  or is no longer subject to a
substantial risk of forfeiture;  and any other amount paid by the  Participating
Employer that receives  special tax benefits or is excluded under the definition
of compensation  under Section 415 of the Code and Treasury  Regulation  Section
1.415-2(d)(3).  If elected by the  Committee,  compensation  may be  modified to
exclude any amounts  contributed  by the  Participating  Employer  pursuant to a
salary  reduction  agreement which are not includible in the gross income of the
participant under Section 125, 402(e)(3), 402(h) or 403(b) of the Code.

                  2. "Compensation"  means for any participant the wages, salary
and fees for professional services and other amounts received (without regard to
whether  or not an  amount  is paid in  cash)  for  personal  services  actually
rendered by the participant in the course of his service with the  Participating
Employer  to the  extent  that  the  amounts  are  includible  in  gross  income
(including  but not limited to  commissions,  compensation  for  services on the
basis of a percentage of profits,  bonuses,  fringe benefits,  reimbursements or
other expense  allowances under a  nonaccountable  plan as described in Treasury
Regulation  Section  1.62-2(c)),  plus the participant's  elective deferrals (as
defined  in  Section  402(g)(3)  of the  Code)  and any  other  amount  which is
contributed  or deferred by the  Participating  Employer at the  election of the
participant  and which is not includible in the gross income of the  participant
by reason of Sections 125 or 457 of the Code; and excluding  contributions  made
by the Participating Employer to any plan of deferred compensation which are not
includible  in the  participant's  gross  income for the  taxable  year in which
contributed; contributions made by the Participating Employer under a simplified
employee pension plan; any distributions  from a plan of deferred  compensation;
amounts  realized from the exercise of a non-qualified  stock option or from the
sale or other  disposition  of stock  acquired  under a qualified  stock option;
amounts  realized when  restricted  stock (or property) held by the  participant
either becomes freely transferable or is no longer subject to a substantial risk
of  forfeiture;  and any other amount paid by the  Participating  Employer  that
receives   special  tax  benefits  or  is  excluded   under  the  definition  of
compensation  under  Section  415 of the Code and  Treasury  Regulation  Section
1.415-2(d)(3).  If elected by the  Committee,  compensation  may be  modified to
exclude any amounts  contributed  by the  Participating  Employer  pursuant to a
salary  reduction  agreement which are not includible in the gross income of the
participant under Section 125, 402(e)(3), 402(h) or 403(b) of the Code.

                  3. "Compensation" means for any participant his wages from the
Participating  Employer as defined in Section  3401(a) of the Code and all other
payments of compensation to the  participant by the  Participating  Employer (in
the course of the  Participating  Employer's  trade or  business)  for which the
Participating  Employer  is  required  to  furnish  the  participant  a  written
statement  under  Sections  6041(d) and  6051(a)(3) of the Code,  but determined
without regard to any rules that limit the remuneration  included in wages based
on the nature or location of the employment or the services  performed  (such as
the exception for agricultural  labor in Section  3401(a)(2) of the Code),  plus
the  participant's  elective  deferrals (as defined in Section  402(g)(3) of the
Code) and any other amount which is contributed or deferred by the Participating
Employer at the election of the  participant  and which is not includible in the
gross income of the participant by reason of Sections 125 or 457 of the Code. If
elected by the  Committee,  compensation  may be  modified  to (i)  exclude  any
amounts contributed by the Participating Employer pursuant to a salary reduction
agreement which are not includible in the gross income of the participant  under
Section  125,  402(e)(3),  402(h) or 403(b) of the  Code;  and/or  (ii)  exclude
amounts paid or reimbursed  by the  Participating  Employer for moving  expenses
incurred by the participant,  but only to the extent that at the time of payment
it is reasonable to believe that these amounts are deductible by the participant
under Section 217 of the Code.

                  4. "Compensation" means for any participant his wages from the
Participating  Employer as defined in Section  3401(a) of the Code,  for federal
income tax withholding purposes, but determined without regard to any rules that
limit the remuneration  included in wages based on the nature or location of the
employment or the services  performed  (such as the  exception for  agricultural
labor in  Section  3401(a)(2)  of the  Code),  plus the  participant's  elective
deferrals  (as defined in Section  402(g)(3)  of the Code) and any other  amount
which is contributed or deferred by the  Participating  Employer at the election
of the  participant  and  which is not  includible  in the  gross  income of the
participant  by reason of  Sections  125 or 457 of the Code.  If  elected by the
Committee,  compensation  may be modified to exclude any amounts  contributed by
the Participating  Employer  pursuant to a salary reduction  agreement which are
not  includible  in the  gross  income of the  participant  under  Section  125,
402(e)(3), 402(h) or 403(b) of the Code.

                                       ii
EXHIBIT B

                             Participating Employers

                        Branch Banking and Trust Company
               Branch Banking and Trust Company of South Carolina
                  Branch Banking and Trust Company of Virginia
                          BB&T Insurance Services, Inc.
                         BB&T Investment Services, Inc.
                            BB&T Leasing Corporation
                            Agency Technologies, Inc.
                       AutoBase Information Systems, Inc.
                         Regional Acceptance Corporation
                                 Car Mart, Inc.
                              FARR Associates, Inc.
                     Prime Rate Premium Finance Corporation
                            BB&T Factors Corporation
                           Scott & Stringfellow, Inc.
                        Scott & Stringfellow Realty, Inc.
                     Scott & Stringfellow Capital Management
                        Freedom Financial Services, Inc.
                      Rose Shannis Financial Services, LLC
EXHIBIT C

                                 PLAN LOAN RULES
                              FOR PARTICIPANT LOANS

                  This is an explanation of the rules for taking a personal loan
from  your  vested  account  under the Plan.  All  loans  are made  strictly  in
accordance  with the  provisions  of the Plan and in  accordance  with the rules
adopted by the Committee.  In addition to the items outlined in these rules,  it
is important to know that if you have not  requested all loans  available  under
any defined  contribution plan in which you participate,  you will be restricted
from taking a hardship  withdrawal  under the Plan.  In the case of any item not
covered  by this  explanation,  or in the  event of any  conflict  between  this
explanation and the Plan, the Plan document always will control.

                  1.       AMOUNT YOU CAN BORROW
                           ---------------------

                  The amount of any loan made to you must be at least $1,000. In
addition,  the amount of your loan from this Plan, when added to the outstanding
balance of loans from any other  tax-qualified  retirement  plan of the Company,
may not exceed the lesser of:

                  (A) $50,000, reduced by the highest outstanding balance of any
         plan loans to you during the one year period  ending the day before the
         loan is made; or

                  (B) 50 percent of the current fair market value of your vested
account under the Plan.

                  The money  you  receive  from the loan will be taken  from the
investment funds in which your account is invested on a pro rata basis.

                  2.       REPAYMENTS
                           ----------

                  Period.  The repayment period for a  loan may not be less than
12 months nor more than 60 months.

                  Frequency.  Generally,  repayments  will  be  withheld  by the
Company from each regular paycheck you receive in sufficient amounts to maintain
your loan repayment schedule until all principal and interest due are paid.

                  Investments.  Your loan  repayments  will be  credited to your
separate accounts from which the loan proceeds were obtained on a pro rata basis
and invested in the  investment  funds in the same manner as  contributions  are
invested, based on your current investment elections.

                  3.       INTEREST RATE
                           -------------

                  Your  loan  must  bear  a  reasonable   rate  of  interest  as
determined  by the  Committee at the time your loan is made.  The  Committee has
determined  the  appropriate  interest  rate to be  "BB&T's  Prime  Rate  plus 1
percent," as quoted on the day the loan request is made. An annual  statement of
interest  paid for each  year that the loan is  outstanding  is  available  upon
request.

                  4.       WHEN LOANS CAN BE TAKEN
                           -----------------------

                  If you wish to borrow from your vested account under the Plan,
call  the BB&T  Benefits  Phone at  1-800-228-8076.  You can have  only one loan
outstanding  at any time and only one loan  request may be  submitted  in a plan
year. This means that if you already have a loan  outstanding  that has not been
repaid,  you must repay that loan.  Your loan generally will be disbursed to you
within 25 days from the date your loan request is made.

                  Your  loan  will be  processed  based on the  information  you
provide over the BB&T  Benefits  Phone.  You will not be required to sign a Loan
Origination  Form prior to receiving the loan check.  However,  when you request
your loan by telephone,  you will receive a Participant  Loan Agreement  setting
forth the terms of the loan and containing certain disclosures  required by law.
When you receive and endorse,  deposit or cash the loan check, you will agree to
the terms of the loan as set forth in the  Participant  Loan  Agreement  and the
assignment  of your account as collateral  for the loan (see  paragraph 5 below)
(i.e.,  your endorsement of the loan check signifies your agreement to repay the
loan pursuant to the terms of the Participant Loan Agreement).

                  5.       SECURITY FOR YOUR LOAN
                           ----------------------

                  Your loan will be secured by a pledge of your  vested  account
under the Plan. In the normal  course,  your account will not  automatically  be
used to repay the loan or any interest due. However, if you terminate employment
with the Company for any reason,  the remaining unpaid balance of your loan plus
any accrued interest will be  recharacterized  as a taxable  distribution to you
from the Plan  unless  you  fully  repay  the loan  immediately  following  your
termination of employment or agree to continue  making loan repayments by having
your checking or other designated account  automatically  drafted by the Trustee
in accordance with the loan repayment schedule.  If your loan is recharacterized
as a taxable distribution,  the unpaid balance plus any accrued interest will be
reported  to the  Internal  Revenue  Service  ("IRS") by the  Trustee as taxable
income to you for the year in which you terminate employment.

                  6.       ACCELERATED LOAN REPAYMENTS
                           ---------------------------

                  Loans  may be  repaid in full  ahead of  schedule  at any time
without penalty.  Prepayments of less than the full amount  outstanding will not
be accepted.  To repay your loan in full,  you must contact BB&T Benefits  Phone
and obtain a payoff  amount.  You should then  submit a cashiers  check or money
order in such amount to Institutional  Trust Services,  Raleigh,  North Carolina
17401-0401.

                  7.       TERMINATION OF EMPLOYMENT
                           -------------------------

                  If you  terminate  employment  with the Company for any reason
and have an outstanding loan balance, you may:
(A) fully   repay  the   loan   immediately   following   your
         termination;

                  (B) continue to make loan  repayments  by having your checking
         or other  designated  account  automatically  drafted by the Trustee in
         accordance with the loan repayment schedule; or

                  (C) have   the  loan  balance  recharacterized  as  a  taxable
distribution to you.

If your loan balance is recharacterized as a distribution as described above and
in paragraph 5 above, this distribution will be taxable income to you and may be
subject to tax penalties for early distribution if you are under age 59 1/2.

                  8.       LEAVE OF ABSENCE
                           ----------------

                  If you are granted a leave of absence from the Company for any
reason and have an outstanding loan for which payroll  deduction  repayments are
no longer possible, you may:

                  (A) fully repay the loan at the time your leave begins;

                  (B) continue to make loan  repayments  by having your checking
         or other  designated  account  automatically  drafted by the Trustee in
         accordance with the loan repayment schedule;

                  (C) have  the  loan  balance  recharacterized  as  a   taxable
         distribution to you; or

                  (D) suspend loan  repayments  for up to 12 months.  Under this
         option,  your loan  repayments  when you  return to work may be doubled
         until you return to your original loan repayment schedule.

If you decide to suspend  repayments,  your loan must still be repaid  within 60
months of the date the loan was originally  issued.  If your loan repayments are
suspended  for more than 12 months or if the loan has not been repaid  within 60
months of the date the loan was originally  issued,  the loan will be in default
and you will be treated as having received a taxable  distribution  equal to the
outstanding balance of your loan plus any accrued interest.

If you choose to  continue to make loan  repayments,  but you fail to do so, the
loan will be in default  and you will be  treated  as having  received a taxable
distribution  equal to the  outstanding  balance  on your loan plus any  accrued
interest.

If you are treated as having  received a taxable  distribution,  the tax penalty
for early distribution may also apply.
9.       DEFAULT AND FORECLOSURE
                           -----------------------

                  While you are working,  loan repayments  automatically will be
withheld  from your  paychecks to keep your loan  obligation  current.  However,
should your paychecks stop because of an unpaid leave of absence, termination of
employment,  or other reason, and you fail to make two scheduled loan repayments
on the date they are due (or, if you previously missed one scheduled  repayment,
you fail to make one more scheduled repayment),  your loan will be considered in
default.  Upon  default,  the  outstanding  balance of the loan plus any accrued
interest  will become due and payable  immediately.  The unpaid  balance will be
recharacterized  as a distribution  to you as described in paragraph 5 above and
will  be  reported  to you  and to the IRS as a  taxable  distribution.  The tax
penalty for early distribution may also apply.  During the term of your loan you
may miss one scheduled repayment before your loan will be considered in default.