<PAGE>
                                                                EXHIBIT (10)-13



                      THE BANC CORPORATION AND SUBSIDIARIES

                          EMPLOYEE STOCK OWNERSHIP PLAN





                          EFFECTIVE AS OF MAY 15, 2002



<PAGE>


                     THE BANC CORPORATION AND SUBSIDIARIES
                         EMPLOYEE STOCK OWNERSHIP PLAN



<TABLE>
<CAPTION>
                                                  TABLE OF CONTENTS

                                                      ARTICLE I

                                             DEFINITIONS AND CONSTRUCTION

                                                                                                                 Page
<S>           <C>                                                                                                <C>
1.1           Administrator.......................................................................................2
1.2           Annual Addition.....................................................................................2
1.3           Available Shares....................................................................................2
1.4           Beneficiary.........................................................................................2
1.5           Board of Directors..................................................................................3
1.6           Break in Service or One-Year Break in Service.......................................................3
1.7           Code................................................................................................3
1.8           Company.............................................................................................3
1.9           Company Stock.......................................................................................3
1.10          Company Stock Account or Account....................................................................3
1.11          Compensation........................................................................................3
1.12          Controlled Group....................................................................................6
1.13          Disability..........................................................................................6
1.14          Effective Date......................................................................................6
1.15          Eligible Employee...................................................................................6
1.16          Employee............................................................................................6
1.17          Employer............................................................................................6
1.18          Employer Contributions..............................................................................7
1.19          ERISA...............................................................................................7
1.20          ESOP Loan...........................................................................................7
1.21          ESOP Loan Suspense Account..........................................................................7
1.22          Fair Market Value...................................................................................8
1.23          Hour of Service.....................................................................................8
1.24          Maternity or Paternity Leave.......................................................................10
1.25          Month of Service...................................................................................10
1.26          Named Fiduciary....................................................................................10
1.27          Normal Retirement Date.............................................................................10
1.28          Participant........................................................................................10
1.29          Plan...............................................................................................10
1.30          Plan Year..........................................................................................10
1.31          Separation from Service............................................................................11
1.32          TBC401(k)..........................................................................................11
1.33          Trust Agreement....................................................................................11
1.34          Trust..............................................................................................11
1.35          Trustee............................................................................................11
1.36          Year of Service....................................................................................11
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                                        i
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<TABLE>
<S>           <C>                                                                                                <C>
                                                     ARTICLE II

                                           ELIGIBILITY AND PARTICIPATION


2.1           Eligibility........................................................................................13
2.2           Change in Eligibility..............................................................................13
2.3           Reemployment.......................................................................................14
2.4           Current Employees..................................................................................14



                                                     ARTICLE III

                                              CONTRIBUTIONS TO THE TRUST

3.1           Employer Contributions.............................................................................14
3.2           Time for Making Contributions......................................................................15
3.3           Dividends..........................................................................................15


                                                      ARTICLE IV

                                                      ESOP LOANS

4.1           In General.........................................................................................15
4.2           ESOP Loan Proceeds.................................................................................16
4.3           Puts, Calls and Other Restrictions.................................................................17


                                                      ARTICLE V

                                               ESOP LOAN REPAYMENT AND
                                            ALLOCATIONS OF COMPANY STOCK

5.1           ESOP Loan Repayment................................................................................17
5.2           Release from ESOP Loan Suspense Account............................................................18
5.3           Allocation of Company Stock........................................................................20
5.4           Limitations on Contributions and Benefits..........................................................21


                                                       ARTICLE VI

                                                 COMPANY STOCK ACCOUNTS


6.1           Establishment of Accounts..........................................................................22
6.2           Valuation of Accounts..............................................................................22
6.3           Pre-Retirement Diversification.....................................................................22
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                                       ii

<PAGE>

<TABLE>
<S>           <C>                                                                                                <C>

                                                     ARTICLE VII

                                                       VESTING


7.1           Employer Contributions.............................................................................24
7.2           Account Balance....................................................................................25
7.3           Service Credit:  Breaks in Service.................................................................25


                                                     ARTICLE VIII

                                               DISTRIBUTION OF BENEFITS


8.1           Method of Distribution.............................................................................25
8.2           Designation of Beneficiary.........................................................................27
8.3           Infants, Incompetents..............................................................................28


                                                      ARTICLE IX

                                              TRUST AND TRUST AGREEMENT


9.1           Trust Agreement....................................................................................28
9.2           Trust Sole Source of Benefits......................................................................28


                                                      ARTICLE X

                                                    ADMINISTRATION

10.1          Administrative Authority...........................................................................29
10.2          Company Administration.............................................................................30
10.3          ESOP Committee.....................................................................................33
10.4          Mutual Exclusion of Responsibility.................................................................35
10.5          Uniformity of Discretionary Acts...................................................................35
10.6          Fiduciary Standard.................................................................................35
10.7          Litigation.........................................................................................36
10.8          Payment of Administration Expenses.................................................................36
10.9          Claims Procedure...................................................................................36


                                                     ARTICLE XI

                                                 TENDERS AND VOTING

11.1          Tenders for Company Stock..........................................................................38
11.2          Voting Company Stock...............................................................................41
11.3          Invalidity of Voting or Tender Offer Provisions....................................................43
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                                      iii

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<TABLE>
<S>           <C>                                                                                                <C>

                                                  ARTICLE XII

                                                TOP-HEAVY RULES

12.1          General Rule.......................................................................................44
12.2          Definitions........................................................................................44
12.3          Aggregation Groups.................................................................................45
12.4          Minimum Contribution Requirement...................................................................46
12.5          Vesting Schedule...................................................................................46


                                                  ARTICLE XIII

                                      AMENDMENT OR TERMINATION OF THE PLAN


13.1          Amendment..........................................................................................47
13.2          Plan Termination; Discontinuance of Contributions..................................................48


                                                  ARTICLE XIV

                                                MILITARY SERVICE


14.1          USERRA Provision...................................................................................50



                                                  ARTICLE XV

                                           MISCELLANEOUS PROVISIONS


15.1          Nonreversion:  Return of Contributions.............................................................50
15.2          Plan Merger........................................................................................51
15.3          No Assignment or Alienation........................................................................51
15.4          No Employment Contract.............................................................................51
15.5          Communications.....................................................................................51
15.6          Applicable Law.....................................................................................52
15.7          Disqualification of the Employer...................................................................52
15.8          Employer Acquisitions..............................................................................52
15.9          Participants Who Cannot Be Located.................................................................53
15.10         Indemnification....................................................................................53
15.11         Headings...........................................................................................53
15.12         Notices............................................................................................53
15.13         Gender and Number..................................................................................53

                                                 ARTICLE XVI

                                                  EXECUTION


16.1          Execution..........................................................................................54
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                                       iv




<PAGE>



                      THE BANC CORPORATION AND SUBSIDIARIES

                          EMPLOYEE STOCK OWNERSHIP PLAN

                          Effective as of May 15, 2002


                                    PREAMBLE


         The Banc Corporation, a Delaware corporation (the "Company"),
has established The Banc Corporation and Subsidiaries Employee Stock Ownership
Plan (the "Plan"), effective as of May 15, 2002, for the purpose of providing
eligible employees of the Company and affiliated entities the opportunity to
save for their retirement and a proprietary interest in the Company by investing
primarily in Company Stock (as defined in Section 1.9). The Plan is a stock
bonus arrangement under which employer contributions to the Plan enable eligible
employees to receive allocations of Company Stock to their Company Stock
Accounts (as defined in Section 1.10).

         The Plan is intended to comply with sections 401(a), 501(a) and
4975(e)(7) of the Internal Revenue Code of 1986, as amended from time to time
(the "Code"). The Plan is an "employee stock ownership plan", within the meaning
of section 4975(e)(7) of the Code, which is designed to invest primarily in
"qualifying employer securities", as defined in sections 4975(e)(7) and 409(1)
of the Code, and 407(d)(5) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). The Plan permits the Company or the Trustee to
borrow money to acquire Company Stock. The Company intends that any such
borrowing by the Trustee will be repaid with Employer Contributions (as defined
in Section 1.18).

                                       1


<PAGE>

                                    ARTICLE I

                          DEFINITIONS AND CONSTRUCTION

         Unless the context clearly requires a different meaning, the following
definitions apply to the Plan:

         1.1 ADMINISTRATOR means the Board of Directors or the ESOP Committee if
one is appointed by the Board of Directors pursuant to Section 10.3. The Board
of Directors or the ESOP Committee shall have the rights, duties, and
obligations of an "administrator" as that term is defined in Section 3(16)(A) of
the Employee Retirement Security Act of 1974, as amended ("ERISA"), and of a
"plan administrator" as that term is defined in section 414(g) of the Code.

         1.2 ANNUAL ADDITION means the total of the amount of Employer
Contributions allocated to the Participant's Account for the Plan Year in
accordance with Section 5.3, allocations of shares forfeited from Participant's
Company Stock Accounts to the Participant's Account for the Plan Year in
accordance with Section 7.1(c) and contributions on behalf of a Participant to
other qualified defined contribution plans of the Employer, including the
TBC401(k).

         1.3 AVAILABLE SHARES means all shares of Company Stock available to be
allocated in accordance with Section 5.3, including shares of Company Stock
released from the ESOP Loan Suspense Account pursuant to Section 5.2, shares
forfeited from Participants' Company Stock Accounts pursuant to Section 7.1(c),
and shares of Company Stock contributed in kind as the Employer Contribution
pursuant to Section 3.1.

         1.4 BENEFICIARY means the person or persons described in Section 8.2
who are to receive benefits under the Plan after the death of a Participant.

                                       2

<PAGE>

         1.5 BOARD OF DIRECTORS means the Board of Directors of the Company or
any committee of the Board of Directors (other than the ESOP Committee, if one
is appointed by the Board of Directors pursuant to Section 10.3) which is
authorized to act for the Board of Directors or to which the Board of Directors
specifically delegates any authority granted to it under the Plan.

         1.6 BREAK IN SERVICE or ONE-YEAR BREAK IN SERVICE means any Plan Year
in which an individual does not complete at least 501 Hours of Service.

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

         1.8 COMPANY means The Banc Corporation, a corporation duly organized
and existing under the laws of the State of Delaware, and its successors and
assigns, or any other corporation or business organization which, with the
consent of the Company shall assume the obligations of the Company hereunder.

         1.9 COMPANY STOCK means the Company's Common Stock, par value $.001 per
share, which constitutes "employer securities" within the meaning of section
409(1) of the Code and the Company's Preferred Stock, par value $.001 per share,
assuming such Preferred Stock satisfies the requirements of section 409(l)(3) of
the Code when such Preferred Stock is issued by the Company.

         1.10 COMPANY STOCK ACCOUNT or ACCOUNT means the account established and
maintained by the Administrator to record a Participant's interest in the Plan,
as provided in Section 6.1.

         1.11 COMPENSATION means all of a Participant's compensation which is
actually paid to the Participant during the Plan Year. Notwithstanding the
above, compensation shall include any amount which is contributed by the Company
pursuant to a salary reduction agreement and


                                       3
<PAGE>

which is not includible in the gross income of an Employee under sections 125,
132(f)(4), 402(a)(8), 402(h), 401(k), 457 or 403(b) of the Code. The term
"compensation" includes all of the following: (i) the Participant's wages,
salaries, and other amounts received (without regard to whether or not an amount
is paid in cash) for personal services actually rendered in the course of
employment with the Employer to the extent that the amounts are includible in
the gross income (including, but not limited to, commissions paid salespeople,
compensation for services on the basis of a percentage of profits, commissions
on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or
other expense allowances under a nonaccountable plan (as described in Treasury
Regulation ss. 1.62-2(c)) of the Participant; (ii) amounts received through
accident or health insurance for personal injuries or sickness or under a
discriminatory self-insured medical reimbursement plan, but only to the extent
that these amounts are includible in the gross income of the Participant; (iii)
amounts paid or reimbursed by the 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 section 217 of the Code; (iv) the value of a non-qualified stock option
granted to the Participant by the 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 (v) the amount includible in the gross income
of the Participant upon making the election described in section 83(b) of the
Code. The term "compensation" does not include the following: (vi) contributions
made by the Employer to a plan of deferred compensation to the extent that,
before the application of the Code section 415 limitations to that plan, the
contributions are not includible in the gross income of the Participant for the
taxable year in which contributed. In addition, Employer contributions made on
behalf of a Participant to a simplified employee pension described in Code
section


                                       4
<PAGE>

408(k) are not considered as compensation for the taxable year in which
contributed. Additionally, any distributions from a plan of deferred
compensation are not considered as compensation for Code section 415 purposes,
regardless of whether such amounts are includible in the gross income of the
Participant when distributed; (vii) amounts realized from the exercise of a
non-qualified stock option, or when restricted stock (or property) held by a
Participant either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture, as defined in Code section 83 and the Treasury
Regulations thereunder; (viii) amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock option; and (ix) other
amounts which receive special tax benefits, such as premiums for group-term life
insurance (but only to the extent that the premiums are not includible in the
gross income of the Participant), or contributions made by the Employer (whether
or not under a salary reduction agreement) towards the purchase of an annuity
contract described in Code section 403(b) (whether or not the contributions are
excludable from the gross income of the Participant). Notwithstanding any other
provisions herein to the contrary, compensation taken into account under the
Plan for any calendar year shall not exceed $200,000 (or such larger amount as
the Secretary of the Treasury may determine for such year under section
401(a)(17) of the Code). This $200,000 limitation shall be adjusted
automatically at the same time and in the same manner as any cost-of-living
adjustment made by the Secretary of the Treasury pursuant to section 415(d) of
the Code. In determining the Compensation of a Participant for purposes of the
$200,000 limitation, the rules of section 414(q)(6) of the Code shall apply.
Notwithstanding the foregoing, for purposes of the limitations on benefits and
contributions under Code section 415, the annual compensation limit under Code
section 401(a)(17) shall not apply.



                                       5
<PAGE>

         1.12 CONTROLLED GROUP means any corporation, trade or business which is
a member of a controlled group of corporations or a group of businesses under
common control (as defined in section 1563(a) and sections 414(c) and (o) of the
Code, respectively, provided, that "50 percent" shall be substituted for "80
percent" in every place such term appears in each applicable section of the Code
and in the Treasury Regulations for each such applicable section of the Code) or
any member of an affiliated service group (as defined in sections 414(m) and (o)
of the Code).

         1.13 DISABILITY means any physical or mental condition which renders a
Participant incapable of performing his usual duties and customary work for the
Employer, as determined by a licensed physician approved by the Administrator.

         1.14 EFFECTIVE DATE means May 15, 2002.

         1.15 ELIGIBLE EMPLOYEE means any Employee who meets the eligibility
requirements of Section 2.1(a), except the term Eligible Employee shall not
include an Employee who is included in a unit of employees covered by a
collective bargaining agreement where retirement benefits were the subject of
good faith bargaining unless the collective bargaining agreement specifically
provides for coverage of such Employee under the Plan.

         1.16 EMPLOYEE means any individual who is employed by the Employer,
except an individual who serves only as a director or who is employed as an
independent contractor. The term "Employee" shall not include persons who are
considered employees of the Employer under the leased employee rules of section
414(n)(2) of the Code.

         1.17 EMPLOYER means the Company, the Controlled Group which includes
the Company and any other company adopting the Plan with the consent of the
Company as evidenced by such company's signature hereto or as otherwise provided
in a written agreement between the


                                       6
<PAGE>

Company and such other company. In addition, for purposes of determining an
Employee's Hours of Service, the term "Employer" includes any corporation, trade
or business which is or was a member of a controlled group of corporations, a
group of businesses under common control or an affiliated service group (within
the meaning of sections 1563(a), 414(c), 414(m), and 414(o) of the Code,
respectively, provided, that for purposes of sections 1563(a) and 414(c) of the
Code, "50 percent" shall be substituted for "80 percent" in every place such
term appears in each applicable section of the Code and in the Treasury
Regulations for each such applicable section of the Code) of which the Employer
adopting the Plan is a member, but only for such period as the corporation,
trade or business and the adopting Employer are or were considered members of
the group. In addition, for purposes of Section 2.1, the term "Employer"
includes any corporation, trade or business absorbed by the Company, by any
member of the Controlled Group which includes the Company and by any other
company adopting the Plan in the manner hereinabove set forth because of a
change of name, merger, acquisition or a change of corporate status.

         1.18 EMPLOYER CONTRIBUTIONS means contributions made by the Employer
pursuant to Section 3.1.

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

         1.20 ESOP LOAN means a loan (or other extension of credit) used by the
Trustee at the direction of the Administrator to finance the acquisition of
Company Stock pursuant to Article IV, or to refinance an ESOP Loan.

         1.21 ESOP LOAN SUSPENSE ACCOUNT means the account of that name
established and maintained to hold shares of Company Stock acquired with the
proceeds of an ESOP Loan.


                                       7
<PAGE>

         1.22 FAIR MARKET VALUE means, with respect to Company Stock, and as
determined by the Administrator, the last reported sales price, regular way, on
the applicable date, or, in the event that no sale takes place on such day, the
average of the reported closing bid and asked prices, regular way, in either
case as reported on the New York Stock Exchange Composite Tape, or, if such
Company Stock is not listed or admitted to trading on the New York Stock
Exchange, on the principal national securities exchange on which such security
is listed or admitted to trading or, if not listed or admitted to trading on any
national securities exchange, on the NASDAQ National Market System or, if such
security is not quoted on such National Market System, the average of the
closing bid and asked prices on such day in the over-the-counter market as
reported by NASDAQ or, if bid and asked prices for such security on such day
shall not have been reported through NASDAQ, the average of the bid and asked
prices for such day as furnished by any New York Stock Exchange member firm
regularly making a market in such security selected for such purpose by the
Administrator, in each case, on the applicable date.

         1.23 HOUR OF SERVICE means:

         (a) An hour for which an Employee directly or indirectly receives
compensation, or is entitled to compensation, from the Employer for the
performance of duties.

         (b) An hour for which an Employee directly or indirectly receives
compensation, or is entitled to compensation, from the Employer on account of a
period of time during which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday, illness,
incapacity (including Disability), layoff, jury duty, military duty or leave of
absence.


                                       8
<PAGE>

         (c) An hour for which back pay (irrespective of mitigation of damages)
is either awarded or agreed to by the Employer. The same Hours of Service shall
not be credited both under Section 1.23(a) or 1.23(b), as the case may be, and
under this Section 1.23(c).

         (d) The number of hours and the computation period to which they shall
be credited shall be determined in accordance with Department of Labor
Regulations section 2530.200b-2(b) and (c).

         e) Notwithstanding the foregoing, if an Employee is absent from work
for any period due to Maternity or Paternity Leave, the Plan shall treat as
Hours of Service, solely for purposes of determining whether a Break in Service
has occurred, the hours described below:

                  (1) the Hours of Service which normally would have been
         credited to such Employee but for such absence, or

                  (2) in any case in which the Plan is unable to determine the
         hours described in (1) above, eight Hours of Service per day of such
         absence.

                  The total number of hours treated as Hours of Service under
         (1) or (2) above shall not exceed 501. The hours described in (1) and
         (2) above shall be credited to the Plan Year in which the absence from
         work begins if a Participant would be prevented from incurring a Break
         in Service in such Plan Year solely because of such credit. In any
         other case, the hours described in (1) and (2) above shall be credited
         to the Plan Year immediately following the Plan Year in which the
         absence from work begins.

         (f) An Employee shall also be credited with any additional Hours of
Service with members of the Employer's Controlled Group.


                                       9
<PAGE>

         1.24 MATERNITY OR PATERNITY LEAVE means an Employee's absence from work
by reason of the Employee's pregnancy, the birth of a child of the Employee, or
the placement of a child with the Employee in connection with the adoption of
the child by the Employee, or for the purpose of caring for such child by the
Employee for a period immediately following birth or placement for adoption, but
in no event, covering more than one Plan Year with respect to any such absence.
An absence shall not constitute Maternity or Paternity Leave unless the Employee
furnishes to the Administrator such timely information as the Administrator may
reasonably require to establish that the absence is for such reason.

         1.25 MONTH OF SERVICE is a period of time running from a date in one
month to the same date (or the last date if there is not a same date) in the
next succeeding month, including months prior to the adoption of the Plan,
during which an Employee was employed by the Employer.

         1.26 NAMED FIDUCIARY means each Participant (or, in the event of his
death, his Beneficiary) and the Administrator, designated as "named fiduciary"
within the meaning of section 403(a)(1) of ERISA, with the right to direct the
Trustee under the Trust Agreement.

         1.27 NORMAL RETIREMENT DATE means the date of the Participant's 65th
birthday.

         1.28 PARTICIPANT means an individual who has met the eligibility
requirements of Article II.

         1.29 PLAN means The Banc Corporation and Subsidiaries Employee Stock
Ownership Plan set forth herein, and as it may be amended from time to time.

         1.30 PLAN YEAR means the calendar year; provided, however, that the
first Plan Year will be May 15, 2002 through December 31, 2002.

                                       10
<PAGE>

         1.31 SEPARATION FROM SERVICE means a Participant's termination of
employment with the Employer for any reason. Separation from Service does not
include transfers of employment within the Employer's Controlled Group.

         1.32 TBC401(K) means The Banc Corporation 401(k) Plan, as amended from
time to time, effective January 1, 1999, which is intended to comply with, among
other sections of the Code, section 401(k) of the Code.

         1.33 TRUST AGREEMENT means the trust agreement between the Company and
the Trustee, or any successor trust agreement or agreements.

         1.34 TRUST means all money or other property which is held by the
Trustee pursuant to the terms of the Trust Agreement.

         1.35 TRUSTEE means the person, persons or entities serving as such
under the Trust Agreement.

         1.36 YEAR OF SERVICE means a calendar year in which an Eligible
Employee completes at least 1,000 Hours of Service. For the foregoing purposes,
an Employee who normally receives bi-weekly paychecks shall be credited with 45
Hours of Service for each week in which such Employee is paid or is entitled to
payment for at least one Hour of Service. For purposes of Section 2.1, the
initial eligibility computation period used to determine whether an Eligible
Employee completes one Year of Service shall be the 12-consecutive-month period
beginning on such Eligible Employee's employment commencement date, irrespective
of whether such date is prior to the Effective Date. An Eligible Employee's
"employment commencement date" shall be the first day for which such Eligible
Employee is entitled to be credited with an Hour of Service, or the day an
Eligible Employee first completes an Hour of Service following a Break in
Service. In the event an Eligible Employee does not complete one Year of Service
in the first 12-



                                       11
<PAGE>

consecutive-month period following such Eligible Employee's employment
commencement date, the Plan Years beginning with the Plan Year which includes
the first anniversary of an Eligible Employee's employment commencement date and
each Plan Year thereafter until one Year of Service is accrued shall be the
eligibility computation period after the initial eligibility computation period
(without regard to whether the Eligible Employee is entitled to be credited with
1000 Hours of Service during such period), provided that an Eligible Employee
who is credited with 1000 Hours of Service in both the initial eligibility
computation period and the Plan Year which includes the first anniversary of the
employee's employment commencement date is credited with two years of Service
for purposes of eligibility to participate. For the purpose of this Section 1.36
and Section 2.1, Years of Service (i) with any predecessor employer of the
Employer or corporation merged, consolidated or liquidated into the Employer or
its predecessor, or an employer substantially all of the assets of which were
acquired by the Employer, and (ii) while an Eligible Employee was included in a
unit of employees covered by a collective bargaining agreement where retirement
benefits were the subject of good faith bargaining, may be credited as Years of
Service under this Plan; provided such service otherwise meets the requirements
of this Section 1.36 and only to the extent required to be considered under
regulations adopted by the Secretary of the Treasury pursuant to section 414(a)
of the Code, unless otherwise determined by the Company. For purposes of Section
7.1, all of an Eligible Employee's Years of Service shall be taken into account,
unless one of the exceptions set forth in section 411(a)(4) of the Code apply
which permit disregarding such Year of Service.

                                       12
<PAGE>

                                   ARTICLE II

                           ELIGIBILITY AND PARTICIPATION

         2.1 ELIGIBILITY.

         (a) Minimum Age and Service Conditions. An Eligible Employee shall
become a participant in the Plan upon his completion of a period of service with
the Employer ending upon the later of the
following dates:

                  (1) the date on which such Eligible Employee attains the age
                      of 21; or

                  (2) the date on which such Eligible Employee completes one
                      Year of Service.

         (b) Time of Participation. An Eligible Employee who has satisfied the
minimum age and service conditions specified in Section 2.1(a) hereof shall
commence participation in the Plan on the next to occur of:

                  (1) the first day of the first Plan Year beginning after the
                      date on which such Eligible Employee satisfies such
                      conditions; or

                  (2) July 1 of the current Plan Year after the date on which
                      such Eligible Employee satisfied such conditions, unless a
                      Separation from Service for such Eligible Employee shall
                      occur before the date referred to in (i) or (ii) above,
                      whichever is applicable.

         2.2 CHANGE IN ELIGIBILITY. A Participant who ceases to be an Eligible
Employee for any reason shall again become a Participant when he again becomes
an Eligible Employee.

                                       13
<PAGE>

         2.3 REEMPLOYMENT. A Participant who has a Separation from Service and
who subsequently is reemployed by the Employer before five Breaks in Service
will become a Participant immediately upon his reemployment, provided that he is
then an Eligible Employee.

         2.4 CURRENT EMPLOYEES. Employees who meet the eligibility requirements
of Section 2.1(a) as of May 15, 2002 shall automatically become Participants in
the Plan as of the Effective Date.

                                  ARTICLE III

                           CONTRIBUTIONS TO THE TRUST

         3.1 EMPLOYER CONTRIBUTIONS. The Employer may make a Contribution for
any Plan Year. The amount of the Employer's Contribution shall be determined by
a resolution of the Board of Directors, adopted on or before the date prescribed
by law (including extensions) for filing the Employer's tax return for the
fiscal year which corresponds to the Plan Year for which such Employer
Contributions are being made. Employer Contributions each Plan Year shall in the
aggregate at least equal the amount required to make all ESOP Loan amortization
payments for each Plan Year. To the extent that the Employer Contributions are
not used to make an ESOP Loan amortization payment, such contributions, at the
Employer's option, may be made in cash or in shares of Company Stock.

         Contributions made by each Employer shall be determined and paid
separately. However, contributions by all Employers, together with forfeitures
pursuant to Section 7.1(c), shall be consolidated in determining the allocation
of Available Shares to Participant Accounts. On the basis of the information
furnished by the Administrator, the Trustee shall keep such separate books and
records concerning the affairs of each Employer and as to the Company



                                       14
<PAGE>

Stock Accounts of the Employees of each Employer as shall be necessary to carry
out the provisions of the Plan or as agreed upon in writing by the Administrator
and the Trustee.

         3.2 TIME FOR MAKING CONTRIBUTIONS. Employer Contributions shall be made
in one or more installments during the Plan Year or as soon as practicable after
the close of the Plan Year. Notwithstanding the foregoing, in no event shall
Employer Contributions be made later than the date prescribed by law (including
extensions) for filing the Employer's tax return for the fiscal year which
corresponds to the Plan Year for which such Employer Contributions are being
made; provided, however, that in the event that an ESOP Loan is outstanding,
such contribution shall be paid to the Trustee not later than the principal and
interest payment due date.

         3.3 DIVIDENDS. Any dividends received by the Trust which are
attributable to shares of Company Stock which were previously allocated to
Participants' Company Stock Accounts shall be credited to Participants' Company
Stock Accounts on a pro rata basis in accordance with the total number of such
shares in each Participant's Company Stock Account as of the record date of the
dividend. Any dividends received by the Trust which are attributable to shares
of Company Stock acquired with the proceeds of an ESOP Loan and held in the ESOP
Loan Suspense Account shall be used by the Trustee to repay an ESOP Loan.

                                   ARTICLE IV

                                   ESOP LOANS

         4.1 IN GENERAL. The Trustee shall enter into an ESOP Loan at the
direction of the Administrator and such ESOP Loan shall be in conformity with
the provisions hereof. An ESOP Loan shall be primarily for the benefit of Plan
Participants and their Beneficiaries. When an ESOP Loan is made, its terms must
be at least as favorable to the Trust as the terms of a

                                       15
<PAGE>

comparable loan resulting from arm's-length negotiations between independent
parties, and the interest rate for an ESOP Loan and the price of Company Stock
acquired with the proceeds of an ESOP Loan must not be such that Plan assets
might be insufficient to meet the liquidity and financial needs of the Plan.
Each ESOP Loan shall be for a specific term and shall bear a reasonable rate of
interest. An ESOP Loan may be secured by a pledge of the Company Stock acquired
with the proceeds of the ESOP Loan (or acquired with the proceeds of a prior
ESOP Loan which is being refinanced). No other Trust assets may be pledged as
collateral for an ESOP Loan, and no lender shall have recourse against Trust
assets other than (a) collateral given for the ESOP Loan, (b) Employer
Contributions, and (c) earnings attributable to such collateral and the
investment of such Employer Contributions. An ESOP Loan shall not be payable on
demand except in the event of default. The value of Trust assets transferred in
satisfaction of an ESOP Loan which is in default shall not exceed the amount of
the default. If the lender is a disqualified person within the meaning of
section 4975(e)(2) of the Code, the ESOP Loan must provide for a transfer of
Trust assets on default only upon and to the extent of the failure of the Trust
to meet the payment schedule of the ESOP Loan. Payments of principal and/or
interest on any ESOP Loan shall be made by the Trustee only from Employer
Contributions, from earnings attributable to such Employer Contributions, from
any cash dividends received by the Trust with respect to Company Stock acquired
with the proceeds of an ESOP Loan and, in appropriate circumstances as
determined by the Administrator, from the proceeds from the disposition of
Company Stock acquired with the proceeds of an ESOP Loan.

         4.2 ESOP LOAN PROCEEDS. The Trustee shall use the proceeds of an ESOP
Loan within a reasonable time after receipt to acquire Company Stock or to repay
a prior ESOP Loan, as directed by the Administrator. In acquiring Company Stock,
the Administrator and Trustee


                                       16
<PAGE>

shall take all appropriate and necessary measures to ensure that the Trust pays
no more than "adequate consideration" (within the meaning of section 3(18) of
ERISA and the regulations thereunder) for such securities. All Company Stock
acquired with the proceeds of an ESOP Loan shall be placed in an ESOP Loan
Suspense Account established by the Trustee and will be retained in an ESOP Loan
Suspense Account until such time as such Company Stock is released and allocated
to the Company Stock Accounts of Participants. To the extent required for the
purpose of pledging such Company Stock as collateral for the ESOP Loan, the
shares held as collateral in the ESOP Loan Suspense Account shall be physically
segregated from other Trust assets. Any pledge of Company Stock must provide for
the release of the securities so pledged as payments on the ESOP Loan are made
by the Trustee and for such securities to be allocated to the Company Stock
Accounts of Participants pursuant to Sections 5.2 and 5.3.

         4.3 PUTS, CALLS AND OTHER RESTRICTIONS. Except as otherwise permitted
by section 409(1) of the Code and regulations promulgated thereunder, no Company
Stock acquired with the proceeds of an ESOP Loan shall be subject to any put,
call or other option or any buy-sell or similar agreement while held by and when
distributed from the Trust, whether or not the Plan constitutes an "employee
stock ownership plan" within the meaning of section 4975(e)(7) of the Code at
such time and whether or not the ESOP Loan has been repaid at such time.

                                   ARTICLE V

                             ESOP LOAN REPAYMENT AND
                          ALLOCATIONS OF COMPANY STOCK

         5.1 ESOP LOAN REPAYMENT. The Trustee shall make each ESOP loan
amortization payment from the following sources in the manner and order of
priority as follows:

                                       17
<PAGE>

                  (a) Dividends on Company Stock held in the ESOP Loan Suspense
         Account;

                  (b) Employer Contributions to the extent such contributions
         are designated as contributions to make an ESOP loan amortization
         payment;

                  (c) Earnings attributed to the investment of Employer
         Contributions.

The Trustee shall apply such amounts, as directed by the Administrator, to pay
principal and interest on the ESOP Loan, provided that to the extent Employer
Contributions are to be used, they shall first be applied to pay any accrued
interest on the ESOP Loan.

         5.2 RELEASE FROM ESOP LOAN SUSPENSE ACCOUNT. As of the last day of each
Plan Year, there shall be released from the ESOP Loan Suspense Account the
number of shares of Company Stock determined for each ESOP Loan under (a) or (b)
below. The Administrator shall determine for each ESOP Loan whether shares will
be released under (a) or (b) below, and once the Administrator has selected the
method of release for a particular ESOP Loan, that method cannot be changed. The
Administrator will instruct the Trustee in writing as to the method that will be
used, the number of shares that will be released as a result of ESOP Loan
payments for each Plan Year, and the number of shares to be allocated to the
Company Stock Account of each Participant.

                  (a) Principal/Interest Method. The total number of shares
         released under this method shall equal the product of the number of
         shares of Company Stock held in the ESOP Loan Suspense Account with
         respect to such ESOP Loan immediately prior to the release multiplied
         by a fraction. The numerator of the fraction shall be the amount of
         principal and interest paid by the Trust on the ESOP Loan for the Plan
         Year. The denominator of the fraction shall be the sum

                                       18
<PAGE>

         of the numerator plus the principal and interest to be paid on such
         ESOP Loan for all future payments. The number of future payments under
         such ESOP Loan must be definitely ascertainable and must be determined
         without taking into account any possible extensions or renewal periods.
         If the effective interest rate under the ESOP Loan is variable, the
         interest to be paid in future periods must be computed by using the
         interest rate applicable as of the due date of the current amortization
         payment.

                  (b) Principal Only Method. The total number of shares released
         under this method shall equal the product of the number of Shares of
         Company Stock held in the ESOP Loan Suspense Account with respect to
         such ESOP Loan immediately prior to the release multiplied by a
         fraction. The numerator of the fraction shall be the amount of
         principal paid by the Trust on the ESOP Loan for the Plan Year. The
         denominator of the fraction shall be the total principal amount of the
         ESOP Loan. This method may be used only to the extent that: (i) the
         ESOP Loan provides for annual payments of principal and interest at a
         cumulative rate that is not less rapid at any time than level annual
         payments of such amounts for ten years; (ii) interest included in any
         payment on the ESOP Loan is disregarded only to the extent that it
         would be determined to be interest under standard loan amortization
         tables; and (iii) the entire duration of the ESOP Loan repayment period
         does not exceed ten years, even in the event of a renewal, extension or
         refinancing of the ESOP Loan.

                                       19
<PAGE>

         5.3 ALLOCATION OF COMPANY STOCK.

         (a) Allocation of Employer Contributions. As of the last day of the
Plan Year, Available Shares shall be allocated to the Company Stock Accounts of
(i) all Participants who are employed on the last day of the Plan Year and (ii)
all Participants who separated from service during the Plan Year by reason of
retirement, death or disability. The allocation of Available Shares shall be
made in the ratio of a Participant's Compensation for the Plan Year to the
Compensation of all Participants for the same Plan Year.

         (b) Special Release Allocation. In the event of any ESOP Loan payment
with the proceeds of the sale of assets of the ESOP Loan Suspense Account, any
assets released from the ESOP Loan Suspense Account shall be allocated, subject
to the limitations of section 415 of the Code, to each Participant employed by
the Employer on both the last day of the month preceding the effective date of
the release of the assets ("Measuring Date") and the effective date of the
release of the assets in the same proportion as the total balance of such
Participant's Company Stock Account as of the Measuring Date bears to the
aggregate balances as of the Measuring Date of all such Participants' Company
Stock Accounts, and to the extent any such allocation to the credit of a highly
compensated employee, as defined in section 414(q) of the Code, exceeds an
amount permitted under section 401(a)(4) of the Code, such excess shall be
allocated to the eligible Participants in a manner which will satisfy the
requirements of section 401(a)(4) of the Code.

         If upon the completion of such allocation there are assets remaining in
the ESOP Loan Suspense Account which cannot be allocated by virtue of the
limitations of section 415 of the Code, such remaining assets (to the extent
permitted by the Code and ERISA) shall be held in the



                                       20
<PAGE>

ESOP Loan Suspense Account until allocated in a succeeding year in accordance
with section 415 of the Code.

         5.4 LIMITATIONS ON CONTRIBUTIONS AND BENEFITS.

         (a) Limit on Annual Additions. The Annual Addition to a Participant's
Account for any Plan Year shall not be more than the lesser of (a) $40,000 or
(b) 100% of the Participant's Compensation for the Plan Year.

         (b) Special Rule. For purposes of the limitation on Annual Additions
set forth in Section 5.4(a), the Plan shall be administered to comply with the
provisions of section 415(c)(6) of the Code and of Treasury Regulation ss.ss.
1.415-(g) and 1.415-7(a)(12), such that if in any Plan Year no more than
one-third of the Employer Contributions to the Plan are allocated to
Participants who are highly compensated employees (within the meaning of section
414(q) of the Code), the limitations imposed under this Article V shall not
apply to the allocation of Company Stock acquired with the proceeds of an ESOP
Loan resulting from the reallocation of forfeitures or interest payments under
an ESOP Loan.

         (c) Excess Contributions. To the extent that contributions to the Plan,
when combined with contributions to TBC401(k), exceed the applicable
contribution limits set forth in section 415 of the Code, contributions under
the Plan shall be reduced to the extent necessary to comply with the applicable
contribution limits and the excess, if any, held unallocated in a suspense
account for the limitation year and allocated and reallocated in the next
limitation year to all Participants in the Plan in accordance with the rules
provided in Treasury Regulation ss. 1.415-6(b)(6)(i). In the event a Participant
of the Plan is also a participant at any time in another defined contribution
plan (as defined in section 414(i) of the Code) maintained by the Company, the
sum of the Annual Additions for all such plans in any Plan Year shall not exceed



                                       21
<PAGE>

the limitations set forth in Section 5.4(a) and (b). To the extent a
Participant's Annual Additions exceeds such limits, these limitations shall
first be applied to reduce the Annual Additions under all other defined
contribution plans before being applied to reduce allocations to the
Participant's Company Stock Account.


         6.1 ESTABLISHMENT OF ACCOUNTS. The Administrator shall establish and
cause to be maintained in the Trust a Company Stock Account for each
Participant, which shall be credited with his allocable share of Company Stock
(including fractional shares) pursuant to Section 5.3.

         6.2 VALUATION OF ACCOUNTS. The value of each Participant's Account may
be adjusted intermittently in the discretion of the Trustee and shall be
adjusted annually as of the last day of each Plan Year, in accordance with
provisions established by the Administrator, consistently followed and uniformly
applied, to reflect income, gains, and losses of the Trust (including unrealized
gains and losses). A Participant's Account which is to be distributed to the
Participant or a designated Beneficiary will be valued as provided in Section
7.2 as soon as administratively feasible after the Administrator (and, if
applicable, any third party administrator retained by the Administrator)
receives written notice that distribution is to be made. In addition, the assets
of the Plan shall be valued on the last day of the Plan Year. All valuations of
Company Stock will be made at Fair Market Value.

         6.3 PRE-RETIREMENT DIVERSIFICATION. A Participant who has attained age
55 and who has completed ten years of participation in the Plan may elect,
within 90 days after the close of such Plan Year in which such Participant first
attains age 55 and completes ten years of

                                       22
<PAGE>

participation in the Plan and at the close of the five consecutive subsequent
Plan Years (all such Plan Years hereinafter referred to as the "qualified
election period"), to diversify the assets in his Company Stock Account by
directing the Administrator to transfer to the TBC401(k), for the first five
Plan Years of the qualified election period, 25% of, and, for the last Plan Year
of the qualified election period, 50% of his Company Stock Account (to the
extent such portion exceeds the amount to which all prior elections under this
Section applies plus Company Shares previously distributed or transferred) to be
invested, as the Participant directs, in one or more of the investment options
available under the TBC401(k). If there are fewer than three investment options
available under the TBC401(k), the Administrator shall satisfy the
diversification requirements of section 401(a)(28) of the Code by distributing
the appropriate portion of the Participant's Company Stock Account to the
Participant in cash. The Administrator shall comply with the applicable
deadlines and other provisions of section 401(a)(28) of the Code, or any
successor provision thereto, in administering this Section 6.3. Notwithstanding
the foregoing if the fair market value of the Company Stock allocated to the
Participant's Company Stock Account is $500 or less as of the last day of the
calendar month immediately preceding the first day of the qualified election
period, then such Participant shall not be entitled to an election under this
subsection 6.3 for that qualified election period.

                                       23
<PAGE>
                                   ARTICLE VII

                                     VESTING

         7.1      EMPLOYER CONTRIBUTIONS.

         (a)      A Participant's Company Stock Account will become fully vested
upon his death, Disability, Normal Retirement Date or involuntary termination of
employment, without cause, by the Employer.

         (b)      A Participant who has not met the requirements of Section
7.1(a) at the time of his Separation from Service shall be vested and have a
non-forfeitable interest in his Company Stock Account in accordance with the
following schedule:

<TABLE>
<CAPTION>
                    Number of Years
                      of Service                              Vested Percentage
                 ------------------                           ------------------
                <S>                                           <C>
                 Less than 1                                          0%
                           1                                         20%
                           2                                         40%
                           3                                         60%
                           4                                         80%
                           5 or more                                100%
</TABLE>

         (c)      If a Participant described in subsection (b) is not 100%
vested in his Company Stock Account, the nonvested portion of his Account shall
be forfeited upon the earlier to occur of the distribution of benefits from the
Plan under Article VIII hereof, or the occurrence of five Consecutive One-Year
Breaks in Service; provided, however, that Company Stock in such Participant's
Company Stock Account shall be forfeited only after other assets in such
account. Forfeitures from Participants' Accounts shall be reallocated to the
accounts of remaining Participants in the same manner as Employer Contributions
made pursuant to Section 5.3.

         (d)      If a Participant receives a distribution from the Plan on
account of his Separation from Service, any forfeiture under subsection (c)
above shall be restored to his Company Stock


                                       24
<PAGE>

Account if he is reemployed by the Employer, again becomes a Participant, and
repays in the number of shares of Company Stock the number of shares of Company
Stock distributed, determined as of the date of distribution. Such repayment
must be made before the earlier of the date which is five years after the
Participant's re-employment, or the date on which the Participant incurs five
consecutive One-Year Breaks in Service commencing after the distribution.

         7.2      ACCOUNT BALANCE. For purposes of Section 7.1, the balance in a
Participant's Account shall be determined as of the last day of the calendar
quarter in which the date the Separation from Service occurs.

         7.3      SERVICE CREDIT: BREAKS IN SERVICE. A Participant who is
re-employed after having incurred one or more Breaks in Service shall be
credited with all Years of Service completed by such Participant before and
after the Breaks in Service for purposes of Determining the Participant's vested
interest under Section 7.1.

                                  ARTICLE VIII

                            DISTRIBUTION OF BENEFITS

         8.1      METHOD OF DISTRIBUTION.

         (a)      Upon Retirement, Death or Disability. Subject to the following
provisions of this Section 8.1, upon a Participant's retirement after reaching
his Normal Retirement Date, Disability or death, the entire balance of his
Company Stock Account shall be distributed to the Participant (or, in the event
of his death, to his Beneficiary), as soon as practicable following the last day
of the Plan Year in which occurs such retirement, Disability or death, subject,
with respect to Disability, to Section 8.1(c), and shall be made in a lump sum
payment. The Participant or


                                       25
<PAGE>

Beneficiary shall receive such distribution in whole shares of Common Stock plus
cash in lieu of any fractional shares, or in cash, at the election of the
Participant.

         (b)      Upon Separation from Service Other than by Reason of
Retirement, Death or Disability. Upon the Separation from Service of a
Participant other than by reason of retirement after reaching Normal Retirement
Date, Disability or death, the vested portion of his Company Stock Account shall
be distributed to the Participant as soon as practicable after the Separation
from Service, subject to Section 8.1(c), and shall be made in a lump sum
payment. The Participant shall receive such distribution in whole shares of
Company Stock plus cash in lieu of any fractional shares, or in cash, at the
election of the Participant.

         (c)      Deferred Distributions. If a Participant whose vested Company
Stock Account at the time of Separation from Service exceeds $5,000 does not
consent to receive an immediate distribution of his benefits, his Company Stock
Account shall remain in the Trust until the earlier of the date the Participant
attains age 65 or the Participant elects to receive a distribution of his
Account. The Account shall be charged with any maintenance fee charged by the
recordkeeper. Distribution shall be made in a lump sum payment in whole shares
of Company Stock plus cash in lieu of any fractional shares, or in cash, at the
election of the Participant.

         (d)      Required Beginning Date. Notwithstanding anything in the Plan
to the contrary, a Participant's distribution shall begin no later than (1) the
first day of April of the calendar year following the later of (A) the calendar
year in which the Participant attains or would have attained age 70-1/2 or (B)
the calendar year in which the Participant terminates employment; or (2) in the
case of a participant who is a "five-percent owner" (as that term is defined in
Section 416(i)(1)(3)(i) of the Code), the first day of April of the calendar
year in which he attains age 70-1/2.


                                       26
<PAGE>

         (e)      Commencement of Distribution of Benefits. Except as otherwise
provided in paragraph (d) hereof, or unless a Participant otherwise elects, in
no event shall the payment of benefits to a Participant who has a Separation
from Service begin later than the 60th day after the close of the Plan Year in
which the latest of the following events occur: (i) the Participant attains
Normal Retirement Age, (ii) the 10th anniversary of the year in which the
Participant commenced participation in the Plan or (iii) the Participant has a
Separation from Service. Notwithstanding the foregoing, should an earlier
payment date be required by Section 409(o) of the Code, such earlier date shall
apply.

         (f)      Distribution of Benefits in Cash. For purposes of Sections
8.1(a), 8.1(b) and 8.1(c), in the event a Participant elects to receive cash for
the distribution of his benefits, the Participant shall receive such
distribution in cash in the amount of the gross sales proceeds, less expenses of
the sale, resulting from the sale of the shares of Stock in Participant's
Account determined as of the last day of the calendar quarter in which
Separation from Service occurs, or, in the event of a deferred distribution
pursuant to Section 8.1(c), resulting from the sale of the shares of Stock in
the Participant's Account determined at the earlier of the date the Participant
obtains age 65 or the date the Participant elects to receive a distribution of
his Account.

         8.2      DESIGNATION OF BENEFICIARY. Each Participant shall have the
right, with the consent of his Spouse if he is married, to designate on forms
provided by the Administrator a Beneficiary or Beneficiaries to receive the
benefits provided by the Plan in the event of his death, and shall have the
right to revoke the designation, or, with the consent of his Spouse if he is
married, to substitute another Beneficiary or Beneficiaries. No spousal consent
shall be required under the preceding sentence to designate the Spouse as the
Beneficiary. The consent of the Spouse shall be in writing, shall be notarized
and shall acknowledge the effect of the consent. If


                                       27
<PAGE>

upon the death of a Participant or at the time any benefit payment is due to a
Beneficiary, there is no valid designation of Beneficiary on file with the
Administrator, the Administrator shall designate the Participant's Spouse as the
Beneficiary. If there is no Spouse or the Spouse consents in the manner provided
above, the Beneficiary shall be the Participant's estate. For purposes of this
paragraph, "Spouse" means the person to whom a Participant is married on the
date of the Participant's death.

         8.3      INFANTS, INCOMPETENTS. If the Administrator determines that
any person entitled to payments under the Plan is an infant or incompetent by
reason of physical or mental disability, it may cause any payment due to such
person to be made to any other person for the benefit of the original payee,
without responsibility to follow the application of amounts so paid. Payments
made pursuant to this provision shall completely discharge the Employer, the
Trustee, and the Administrator.

                                   ARTICLE IX

                            TRUST AND TRUST AGREEMENT

         9.1      TRUST AGREEMENT. The Company shall enter into a Trust
Agreement, which shall be a part of the Plan. All contributions made pursuant to
Article III shall be paid to the Trustee. All such payments and increments
thereon shall be held and disbursed in accordance with the provisions of the
Plan and the Trust Agreement, as each shall be applicable in the circumstances.
No person shall have any interest in, or right to, any part of the funds held by
the Trustee except as expressly provided in the Plan or Trust Agreement.

         9.2      TRUST SOLE SOURCE OF BENEFITS. The Trust shall be the sole
 source of benefits under the Plan, and each Participant, Beneficiary or any
other person who shall claim the right to


                                       28
<PAGE>

any payment of benefit under the Plan shall be entitled to look only to the
Trust for such payment or benefit, and shall not have any right, claim or demand
therefor against the Employer or any employee, officer or Director of the
Employer.

                                   ARTICLE X

                                 ADMINISTRATION

         10.1     ADMINISTRATIVE AUTHORITY. Except as otherwise specifically
provided herein, the Company shall have the sole responsibility for and the sole
control of the operation and administration of the Plan, and shall have the
power and authority to take all action and to make all decisions and
interpretations which may be necessary or appropriate in order to administer and
operate the Plan, including, without limiting the generality of the foregoing,
the power, duty and responsibility to:

                  (a)      Resolve and determine all disputes or questions
         arising under the Plan, including the power to determine the rights of
         Employees, Participants and Beneficiaries, and their respective
         benefits, and to remedy any ambiguities, inconsistencies or omissions.

                  (b)      Adopt such rules of procedure and regulations as in
         its opinion may be necessary for the proper and efficient
         administration of the Plan and as are consistent with the Plan.

                  (c)      Implement the Plan in accordance with its terms and
         the rules and regulations adopted as above.

                  (d)      Direct the Trustee with respect to the eligibility of
         any Employee as a Participant and the crediting and distribution of the
         Trust, which are to be


                                       29
<PAGE>

         made only upon the basis of instructions from the Company pursuant to
         the terms of the Plan.

                  (e)      Establish and carry out a funding policy and method
         consistent with the objectives of the Plan and ERISA, pursuant to which
         the Company shall determine the Plan's liquidity and financial needs
         and communicate them to the Trustee (or other fiduciaries who are
         charged with determining investment policy).

         10.2     COMPANY ADMINISTRATION. The Plan shall be operated and
administered on behalf of the Company by an Administrator. The Company shall
have the right to designate and appoint as Administrator a financial institution
or the ESOP Committee, pursuant to Section 10.3, to operate and administer the
Plan on behalf of the Company. The Administrator shall be deemed to be a "Named
Fiduciary" for purposes of ERISA, and shall be governed by the following:

         (a)      In the absence of any designation to the contrary pursuant to
Section 10.3, and subject to the power to delegate pursuant to this Section, the
Administrator shall be the Board of Directors of the Company.

         (b)      Except as the Board of Directors shall otherwise expressly
determine, the Administrator shall have full authority to act for the Company
before all persons in any matter directly pertaining to the Plan, including the
exercise of any power or discretion otherwise granted to the Company pursuant to
the terms of the Plan, other than (if the Administrator is not the Board of
Directors) the power to amend or terminate the Plan, to determine Employer
Contributions, to affect the employer-employee relationship between the Company
and any Employee, and to retain and/or discharge the Trustee, all of which
powers are reserved to the


                                       30
<PAGE>

Company unless expressly granted to the Administrator by the Board of Directors.
Fiduciary duties, powers and responsibilities (other than those reserved to the
Trustee, with respect to management or control of Trust assets) may be allocated
among the fiduciaries (if there be more than one) to whom such duties, powers
and responsibilities have been delegated, so long as such allocation is pursuant
to action of the Board of Directors or by written agreement executed by the
involved fiduciaries and approved by the Board of Directors, in which case,
except as may be required by ERISA, no such fiduciary shall have any liability,
with respect to any duties, powers or responsibilities not allocated to him, for
the acts or omissions of any other fiduciary. Any person may serve in more than
one fiduciary capacity under the Plan, including those of Administrator and
Trustee.

         (c)      The Administrator may appoint any persons or firms, or
otherwise act to secure specialized advice or assistance, as it deems necessary
or desirable in connection with the administration and operation of the Plan;
the Administrator shall be entitled to rely conclusively upon, and shall be
fully protected in any action or omission taken by it in good faith reliance
upon the advice or opinion of such firms or persons. The Administrator shall
have the power and authority to delegate from time to time by written instrument
all or any part of its duties, powers or responsibilities under the Plan, both
ministerial and discretionary, as it deems appropriate, to any person, and in
the same manner to revoke any such delegation of duties, powers or
responsibilities. Any action of such person in the exercise of such delegated
duties, powers or responsibilities shall have the same force and effect for all
purposes hereunder as if such action had been taken by the Administrator.
Further, the Administrator may authorize one or more persons to execute any
certificate or document on behalf of the Administrator, in which event any
person notified by the Administrator of such authorization shall be entitled to
accept and


                                       31
<PAGE>

conclusively rely upon any such certificate or document executed by such person
as representing action by the Administrator until such third person shall have
been notified of the revocation of such authority. The Administrator shall not
be liable for any act or omission of any person to whom the Administrator's
duties, powers or responsibilities have been delegated, nor shall any person to
whom any duties, powers or responsibilities have been delegated have any
liabilities with respect to any duties, powers or responsibilities not delegated
to him, except to the extent required by ERISA.

         (d)      The Administrator shall use ordinary care and diligence in the
performance of its duties pertaining to the Plan, but, except to the extent
required by ERISA, no member of the Administrator shall incur any liability: (1)
by virtue of any contract, agreement, bond or other instrument made or executed
by him or on his behalf as a member of the Board and/or Committee, (2) for any
act or failure to act, or any mistake or judgment made, by him with respect to
the business of the Plan, unless resulting from his gross negligence or willful
misconduct, or (3) for the neglect, omission or wrongdoing of any other member
of the Board and/or Committee or of any person employed or retained by the Board
and/or Committee. The Company shall indemnify and hold harmless each member from
the effects and consequences of his acts, omissions and conduct in his official
capacity with respect to the Plan, except to the extent that such effects and
consequences shall result from his own willful misconduct or gross negligence.
The right of any person to indemnification hereunder shall be in addition to,
and shall not limit, any rights of indemnification afforded to such person under
any provision of the Employer's by-laws or articles or certificate of
incorporation, or under any other document, or under applicable law.


                                       32
<PAGE>

         (e)      The Plan may purchase, as an expense of the Plan, liability
insurance for the Plan and/or for its fiduciaries to cover liability or losses
occurring by reason of an act or omission of a fiduciary, providing such
insurance contract permits recourse by the insurer against the fiduciary in the
case of breach of fiduciary obligation by such fiduciary. Any fiduciary may
purchase, from and for his own account, insurance to protect himself in the
event of a breach of fiduciary duty and the Employer may also purchase insurance
to cover the potential liability of one or more persons who serve in a fiduciary
capacity with regard to the Plan.

         (f)      Nothing in the Plan shall be construed so as to prevent any
fiduciary from (1) receiving any benefit to which he may be entitled as a
Participant or Beneficiary, or (2) receiving any reasonable compensation for
services rendered, or for the reimbursement of expenses properly incurred in the
performance of his duties under the Plan (except that no person so serving who
receives compensation as an Employee shall receive compensation from the Plan,
except for reimbursement of expenses properly incurred), or (3) serving as a
fiduciary in addition to being an officer, employee, agent or other
representative of the Company or any related entity.

         10.3     ESOP COMMITTEE. The Board of Directors of the Company shall
have the right to designate and appoint a committee to be known as the ESOP
Committee, as Administrator. Except to the extent that the Board of Directors
has retained any power or authority, or allocated duties and responsibilities to
another administrator or other fiduciary, the Committee shall have full power
and authority to administer and operate the Plan in accordance with its terms
and in particular the authority contained in this Article X, and, in acting
pursuant thereto, shall have full power and authority to deal with all persons
in any matter directly connected with the Plan, including, but not limited to,
the Trustee, other fiduciaries, insurance companies, investment


                                       33
<PAGE>

advisors, other advisors and specialists, Participants, Beneficiaries and their
representatives, in accordance with the following provisions:

         (a)      The Committee shall consist of one or more individuals
designated by resolution of the Board of Directors. Subject to his right to
resign at any time, each member of the Committee shall serve at the pleasure of
the Board of Directors, and the Board may appoint, and may revoke the
appointment of, additional members to serve with the Committee as may be
determined to be necessary or desirable from time to time. Each member of the
Committee, by accepting his appointment to the Committee, shall thereby be
deemed to have accepted all of the duties and responsibilities of such
appointment, and to have agreed to the faithful performance of his duties
thereunder.

         (b)      The Committee shall adopt such formal organization and method
of operation as it shall deem desirable for the conduct of its affairs. The
Committee shall act as a body, and the individual members of the Committee shall
have no powers and duties as such, except as provided herein; the Committee
shall act by vote of a majority of its members at the time in office, either at
a meeting or in writing without a meeting.

         (c)      Except as set forth in Section 10.9, the determination of the
Committee on any matter pertaining to the Plan within the powers and discretion
granted to it shall be final and conclusive on the Company, the Trustee, all
Participants and Beneficiaries and all those persons dealing with the Plan.

         (d)      Unless otherwise determined by the Company, the members of the
Committee shall serve without compensation for services as such, but all
expenses of the Committee shall be paid for in accordance with Section 10.8;
such expenses shall include any expenses incident to the administration and
operation of the Plan and to the functioning of the Committee, including,


                                       34
<PAGE>

but not limited to, fees and other compensation to firms or persons retained for
advice and assistance pursuant to Section 10.2(c).

         (e)      The Committee shall have the same powers of appointment and
delegation as are set forth in Section 10.2(c).

         10.4     MUTUAL EXCLUSION OF RESPONSIBILITY. Neither the Trustee nor
the Company shall be obliged to inquire into or be responsible for any act or
failure to act, or the authority therefor, on the part of the other.

         10.5     UNIFORMITY OF DISCRETIONARY ACTS. Whenever in the
administration or operation of the Plan discretionary actions by the Company,
the Administrator or the Trustee are required or permitted, such action shall be
consistently and uniformly applied to all persons similarly situated, and no
such action shall be taken which shall discriminate in favor of officers,
shareholders or highly compensated employees, as defined in section 414(q) of
the Code.

         10.6     FIDUCIARY STANDARD. Each fiduciary under the Plan shall
discharge its duties with respect to the Plan solely in the interests of the
Participants and Beneficiaries and:

                  (a)      For the exclusive purpose of providing benefits to
         Participants and their Beneficiaries, and defraying reasonable expenses
         of administering the Plan;

                  (b)      With the care, skill, prudence, and diligence under
         the circumstances then prevailing that a prudent man acting in a like
         capacity and familiar with such matters would use in the conduct of an
         enterprise of a like character and with like aims; and

                  (c)      In accordance with the documents and instruments
         governing the Plan insofar as such documents and instruments are
         consistent with the provisions of Title I of ERISA.


                                       35
<PAGE>

         10.7     LITIGATION. In any action or judicial proceeding affecting the
Plan and/or the Trust, it shall be necessary to join as parties only the Trustee
and the Company. Except as may be otherwise required by law, no Participant or
Beneficiary shall be entitled to any notice or service of process, and any final
judgment entered in such action shall be binding on all persons interested in,
or claiming under, the Plan.

         10.8     PAYMENT OF ADMINISTRATION EXPENSES. Expenses incurred in the
administration and operation of the Plan shall be paid by the Trustee out of the
Trust, unless the Company, in its discretion, agrees to pay them.

         10.9     CLAIMS PROCEDURE. In the event that any Participant or
Beneficiary (hereinafter referred to as the "Claimant") believes that he is
entitled to a benefit under the Plan, and such benefit has not been paid or
commenced, or if such benefit has been paid or commenced under terms or in an
amount with which the Claimant is not in agreement, the Claimant shall have the
right to file a written claim with the Company setting forth the reason he
believes he is entitled to the benefit, or setting forth the nature of his
dispute with the terms or amount of the benefit, as the case may be. Such claim
shall be delivered or mailed to the Company (to the attention of the President
or such other person as shall have been delegated to receive such claim).

         Unless it is determined that the matter is to be resolved in accordance
with the wishes of the Claimant as set forth in the claim, the Administrator
shall provide the Claimant with a written notice setting forth the specific
reason or reasons for the denial, specific reference to pertinent Plan
provisions on which the denial is based, a description of any additional
material or information necessary for the Claimant to perfect his claim and an
explanation of why such material or information is necessary, and an explanation
of the Plan's claim review procedure. If such a notice has not been provided to
the Claimant within 90 days after the claim was received


                                       36
<PAGE>

by the Company, and the claim has not been granted within such period of time,
the claim shall be deemed denied and the Claimant shall be entitled to institute
review procedures as hereinafter set forth, except that the 90 day period may in
special circumstances be extended to 180 days provided that the Company so
notifies the Claimant, before expiration of the initial 90-day period, in a
written notice setting forth the reason for the extension and the estimated
decision date.

         For a period of 60 days following the date on which a Claimant has been
provided with a notice of denial as aforesaid, the Claimant may appeal the
denial by submitting to the Administrator a written request for a review by the
Administrator of the denial. At any time prior to the filing of such an appeal,
the Claimant shall have a right to review all pertinent documents (which shall
be made available to the Claimant during normal business hours at his place of
employment or such other place as may be reasonably designated by the Company).
The Claimant shall have the right to submit to the Administrator, at any time
during the pendency of the review procedure, any written statement of issues and
comments which the Claimant believes is relevant for the Administrator to
consider. A decision by the Administrator shall be made promptly, and not later
than 60 days after the Administrator's receipt of the request for review, unless
special circumstances require an extension of time for processing, and the
Administrator so notifies the Claimant in writing prior to the expiration of the
initial 60-day period, in which case a decision shall be rendered as soon as
possible but not later than 120 days after such receipt of a request for review.
The Administrator's decision shall be set forth in writing and delivered to the
Claimant and shall include specific reasons for the decision and specific
references to the pertinent Plan provisions on which the decision is based. The


                                       37
<PAGE>

Administrator's decision shall be final and binding on the Company, the
Claimant, and all other parties claiming any interest under the Plan, and their
heirs and assigns.

         Any references herein to the "Claimant" shall be deemed to include any
person named by the Claimant as his duly authorized representative, provided
that such representative delivers to the Company a written power of attorney or
if he satisfies the Company that he has been duly authorized to act for the
Claimant.

                                   ARTICLE XI

                               TENDERS AND VOTING

         11.1     TENDERS FOR COMPANY STOCK.

         (a)      Each Participant (or, in the event of his death, his
Beneficiary), as a Named Fiduciary, has the right to direct the Trustee as
hereinafter set forth.

                  (1)      With respect to a tender or exchange offer for shares
         of Company Stock, each Participant shall have the right, to the extent
         of the number of shares of Company Stock held in the Participant's
         Company Stock Account, to direct the Trustee in writing as to the
         manner in which to respond to such an offer.

                  (2)      If the Trustee receives an offer (including but not
         limited to a tender offer or exchange offer within the meaning of the
         Securities Exchange Act of 1934, as from time to time amended and in
         effect) to acquire any shares of Company Stock (including any class of
         securities into which Company Stock may be converted) held by the
         Trustee in the Trust (hereinafter referred to as an "Offer"), the
         Trustee shall furnish to each Participant prompt notice of such Offer
         and such information as will be distributed to stockholders of the
         Company in


                                       38
<PAGE>

         connection with any such Offer, together with a form for providing
         instructions. Upon receipt of such instructions from Participants
         within the time period as may reasonably be specified by the Trustee,
         the Trustee shall respond as instructed by each Participant with
         respect to Company Stock held in the Participant's Company Stock
         Account.

                  (3)      The instructions received by the Trustee from
         Participants shall be held by the Trustee in strict confidence and
         shall not be divulged or released to any person, including the Company,
         Directors, officers or employees of the Company, or the Administrator;
         provided, however, that to the extent necessary for the operation of
         the Plan, such instructions may be relayed by the Trustee to a
         recordkeeper, auditor or other person providing services to the Plan,
         it being the intent of this provision of Section 11.1 that the Company
         (and its Directors, officers or employees) or the Administrator cannot
         determine the direction given by any Participant.

                  (4)      If, under the terms of an Offer or otherwise, any
         shares of Company Stock tendered for sale, exchange or transfer
         pursuant to such Offer may be withdrawn from such Offer, the Trustee
         shall follow instructions respecting the withdrawal of securities from
         such Offer in the same manner and the same proportion as shall be
         received by the Trustee, within the time period as may reasonably be
         specified by the Trustee, from the Participants, as Named Fiduciaries,
         entitled under this paragraph to give instructions as to the sale,
         exchange or transfer of securities pursuant to such Offer.


                                       39
<PAGE>

         (b)      If the Trustee receives an Offer for fewer than all of the
shares of Company Stock held by the Trustee in the Trust (including any class of
securities into which Company Stock may be converted), each Participant shall be
entitled to direct the Trustee as to the acceptance or rejection of such Offer
(as provided by subparagraph (a) of this Section 11.1) with respect to the
largest portion of his Company Stock Account as may be possible given the total
number or amount of shares of Company Stock the Plan may sell, exchange or
transfer pursuant to the Offer based upon the instructions received by the
Trustee from all other Participants who shall instruct the Trustee, within the
time period as may reasonably be specified by the Trustee, pursuant to this
Section to sell, exchange or transfer such shares pursuant to such Offer, each
on a pro rata basis in accordance with the number of shares of Company Stock
held in the Participants' Company Stock Accounts.

         (c)      In the event an Offer for any Company Stock held by the
Trustee in the Trust (including any class of securities into which Company Stock
may be converted) shall be received by the Trustee and the Participants shall be
entitled to direct the Trustee to accept, reject or withdraw an acceptance of
such Offer pursuant to subsections 11.1(a) or (b), (i) the Company and the
Trustee shall not interfere in any manner with the decision of any Participant
regarding the action of the Participant with respect to such Offer (hereinafter
referred to as an "Investment Decision"), and the Trustee shall arrange for such
Investment Decision to be made and communicated to the Trustee on a confidential
basis; (ii) the Trustee shall use its best efforts to communicate or cause to be
communicated to all Participants the provisions of the Plan and Trust Agreement
relating to the right of Participants to direct the Trustee with respect to
Company Stock subject to such Offer, including the obligation of the Trustee to
tender or exchange shares of unallocated Company Stock in proportion to Company
Stock held in


                                       40
<PAGE>

Participants' Company Stock Accounts for which instructions are received, and of
the obligation of the Trustee to follow such directions; (iii) the Trustee shall
use its best efforts to distribute or cause to be distributed to Participants
all communications directed generally to the owners of the securities to whom
such Offer is made or is available; and (iv) the Trustee shall use its best
efforts to distribute or cause to be distributed to Participants all
communications that the Trustee may receive, if any, from the persons making the
Offer or any other interested party (including the Company) relating to the
Offer. The Company and the Administrator shall provide the Trustee with such
information and assistance as the Trustee may reasonably request in connection
with any communications or distributions to Participants. In no event shall the
communications to Participants by the offeror, the Company or other interested
parties or public communications directed generally to the owners of the
securities which are the subject of an Offer be deemed to be interference in the
making of an Investment Decision by any Participant.

         11.2     VOTING COMPANY STOCK.

         (a)      Each Participant (or, in the event of his death, his
Beneficiary), as a Named Fiduciary, has the right to direct the Trustee as
hereinafter set forth.

         (b)      (i) Each Participant shall have the right to direct the
         Trustee as to the manner in which shares of Company Stock held in the
         Participant's Company Stock Account are to be voted on each matter
         brought before an annual or special stockholders' meeting of the
         Company, or other event entitling holders of Company Stock to vote.

                  (ii)     Before each annual meeting or special meeting of the
         Company, or other event entitling holders of Company Stock to vote, the
         Trustee shall send or cause to be sent to each Participant (or
         Beneficiary) a copy of the proxy



                                       41
<PAGE>

         solicitation material, as provided by the Company, together with a form
         requesting confidential instruction on how such Participant's shares of
         Company Stock shall be voted on each such matter. Upon receipt of such
         instructions from Participants within the time period as may reasonably
         be specified by the Trustee, the Trustee shall on each such matter vote
         as directed by Participants the number of Participants' shares
         (including fractional shares) of Company Stock held in Participants'
         Company Stock Accounts.

                  (iii)    The instructions received by the Trustee from
         Participants shall be held by the Trustee in strict confidence and
         shall not be divulged or released to any person, including the Company,
         Directors, officers or employees of the Company, or the Administrator;
         provided, however, that to the extent necessary for the operation of
         the Plan such instructions may be relayed by the Trustee to a
         recordkeeper, auditor or other person providing services to the Plan,
         it being the intention of this provision of Section 11.2 that the
         Company (and its Directors, officers, or employees) or the
         Administrator cannot determine the instruction given by any
         Participant.

         (c)      The Company and the Administrator shall provide the Trustee
with such information and assistance as the Trustee may reasonably request in
connection with any communications or distributions to Participants. Upon
receipt by the Trustee of any information or assistance which the Trustee may
reasonably request from the Company and the Administrator, the Trustee shall use
its best efforts to: (i) communicate or cause to be communicated to all
Participants the provisions of the Plan and the Trust Agreement relating to the
right of Participants to direct the Trustee with respect to the voting of
Company Stock and of the


                                       42
<PAGE>

Trustee's obligation to vote allocated shares for which direction is not
received within the time period specified by the Trustee and unallocated Company
Stock in proportion to shares of Company Stock held in Participants' Company
Stock Accounts for which direction is received within the time period specified
by the Trustee, and the Trustee's obligation to follow such instructions; (ii)
distribute or cause to be distributed to Participants all communications
directed generally to the owners of Company Stock entitled to vote; and (iii)
distribute or cause to be distributed to Participants all communications that
the Trustee may receive, if any, from any person soliciting proxies or any other
interested party (including the Company) relating to the matters being presented
for a vote by the stockholders of the Company. The Company, the Administrator
and the Trustee shall not interfere in any manner with the Participant's
determination how to vote shares for which he is the named fiduciary and shall
arrange for such vote to be made and communicated to the Trustee on a
confidential basis. In no event shall the communications to Participants with
respect to matters being presented for a vote at a meeting of the stockholders
of the Company by the Company or other interested parties or public
communications directed generally to the stockholders of the Company be deemed
to be interference in the making of a decision by any Participant as to the
voting of Company Stock.

         11.3     INVALIDITY OF VOTING OR TENDER OFFER PROVISIONS. If a court of
competent jurisdiction shall issue a final order, not subject to appeal or
reconsideration or for which the time for appeal or reconsideration has expired,
to the Plan, the Company or the Trustee, which shall, in the opinion of counsel
to the Company, invalidate under ERISA or other applicable law in all
circumstances or in any particular circumstances, any provision or provisions of
Sections 11.1 or 11.2 regarding the manner in which Company Stock held in the
Trust shall be tendered or voted or cause any such provision or provisions to
conflict with ERISA or other applicable law,


                                       43
<PAGE>

then, upon notice of such order to the Company or the Trustee, as the case may
be, such invalid or conflicting provisions of such Sections shall be given no
further force or effect. In such circumstances the Trustee shall nevertheless
have no discretion to tender or to vote Company Stock held in the Trust unless
required under such order, but shall follow instructions received from
Participants, to the extent such instructions have not been invalidated. To the
extent required to exercise any residual fiduciary responsibility with respect
to tendering or voting, the Trustee shall nevertheless solicit instructions from
Participants, as provided herein, and shall take into account in exercising its
fiduciary judgment, unless it is clearly imprudent to do so, instructions
received from Participants within the time period as may reasonably be specified
by the Trustee.

                                  ARTICLE XII

                                 TOP-HEAVY RULES

         12.1     GENERAL RULE. Notwithstanding anything in the Plan to the
contrary, the provisions of this Article XII are included in the Plan pursuant
to section 401(a)(10)(B)(ii) of the Code and will apply only in the event that
the Plan is determined to be a "top-heavy plan" under section 416(g) of the Code
for any Plan Year.

         12.2     DEFINITIONS. For purposes of this Section:

         (a)      A "top-heavy plan" is (i) a plan in which, as of the
determination date, the aggregate of accounts (or, in the case of a defined
benefit plan, the present value of cumulative accrued benefits) of key employees
under the plan exceeds 60% of the aggregate of the accounts (or the present
value of cumulative accrued benefits) of all employees under the plan; and (ii)
each plan which is required to be included in an aggregation group under section
416(g)(2) of the


                                       44
<PAGE>

Code, if such group is a top-heavy group. The determination of whether a plan is
top-heavy shall be made in accordance with section 416(g) of the Code;

         (b)      A "key employee" is a person described in section 416(i) of
the Code;

         (c)      A "non-key employee" is any employee who is not a key
employee;

         (d)      "Company" includes all employers aggregated under sections
414(b), (c) and (m) of the Code;

         (e)      The "determination date" with respect to a Plan Year is (i) in
the case of the first Plan Year, the last day of such Plan Year, or (ii) the
last day of the preceding Plan Year. When more than one plan is aggregated, the
determination of whether the plans are top-heavy shall be made at a time
consistent with regulations issued by the Secretary of the Treasury;

         (f)      The "valuation date" for determining the value of plan
accounts under this Section shall be the same date as the determination date.

         12.3     AGGREGATION GROUPS. In determining whether the Plan is
top-heavy, the following plans shall be aggregated:

                  (a)      all plans of the Company in which a key employee
         participates,
         and

                  (b)      each other plan of the Company which enables any plan
         described in (a) to meet the requirements of section 401(a)(4) or 410
         of the Code.

The Company may, in its discretion, aggregate with the plans described in (a)
and (b) of this Section 12.3 any other plans of the Company, provided the
resulting group of plans satisfies sections 401(a)(4) and 410 of the Code.


                                       45
<PAGE>

         12.4     MINIMUM CONTRIBUTION REQUIREMENT.

         (a)      In each Plan Year in which a minimum contribution to the Plan
is required because the Plan is a top-heavy plan, it is intended that the
Company will meet the minimum benefit and contribution requirements of section
416(c) of the Code by providing for each non-key employee a minimum benefit
under the TBC401(k), provided each non-key employee is a participant in the
TBC401(k), which complies with section 416(c)(2) of the Code. If the required
minimum benefit is not provided by the TBC401(k), then in each Plan Year in
which a minimum contribution is required, the contribution allocation under the
Plan for each non-key employee will be at least 3% of the Participant's
compensation for the Plan Year.

         (b)      The percentage minimum contribution required under Section
12.4(a) shall in no event exceed the percentage at which contributions are made
(or required to be made) under the Plan for the Plan Year for the key employee
for whom such percentage is the highest for the Plan Year; provided, however,
elective contributions on behalf of key employees shall be taken into account in
determining the percentage minimum contribution required.

         (c)      No minimum contribution will be required for a Participant
under the Plan for any Plan Year if the Company maintains another qualified plan
under which a minimum benefit or contribution is being accrued or made for such
Participant in accordance with section 416(c) of the Code.

         12.5     VESTING SCHEDULE. As of the first day of any Plan Year in
which the Plan has become "top-heavy," the vesting schedule in Section 7.1(b)
shall be amended (with respect to any Employee who is credited with at least one
Hour of Service after the Plan has become "top-heavy") to read as follows:



                                       46
<PAGE>
<TABLE>
<CAPTION>
      Number of Years                     Vested
        of Service                      Percentage
      ---------------                   ----------
      <S>                               <C>

      Less Than Two Years                    0%
      Two Years                             20%
      Three Years                           40%
      Four Years                            60%
      Five Years                            80%
      Six Years of More                    100%
</Table>

         If the Plan ceases to be "top-heavy," the Company Stock Account of a
Participant who, at that time, has less than three Years of Service shall
thereafter be determined under the vesting schedule in Section 7.1(b), instead
of the vesting schedule in this Section 12.5, except that his vested percentage
shall not be reduced below the nonforfeitable percentage that he had at the time
the Plan ceased to be "top-heavy." If the Plan ceases to be "top-heavy," the
Company Stock Account of a Participant who, at that time, has three or more
Years of Service shall continue to be determined under the vesting schedule in
this Section 12.5.

                                  ARTICLE XIII

                      AMENDMENT OR TERMINATION OF THE PLAN

         13.1     AMENDMENT. The Board of Directors shall have authority to
amend the Plan, at any time and from time to time, in whole or in part, by
adopting a resolution approving such amendment; provided, however, that no
amendment shall impose new or increased duties or responsibilities upon the
Trustee without the prior written consent of the Trustee to such amendment. The
Board of Directors shall provide the Trustee with a copy of any such amendment.
Any such amendment shall be binding upon all Employers. Such power to amend
includes the right, without limitation, to make retroactive amendments referred
to in section 401(b) of the Code. Notwithstanding the foregoing, no amendment of
the Plan shall be effective


                                       47
<PAGE>

to reduce the benefits of any Participant or his beneficiary accrued under the
Plan on the effective date of the amendment, except to the extent that such
reduction is permitted by ERISA or necessary to preserve the Plan's qualified
status under the Code.

         13.2     PLAN TERMINATION; DISCONTINUANCE OF CONTRIBUTIONS.

         (a)      The Board of Directors may, by written notice to the Trustee,
terminate the Plan in its entirety. The Board of Directors may at any time
require any Employer to withdraw from the Plan, and any Employer may voluntarily
withdraw with the consent of the Board of Directors, and upon such withdrawal,
the Plan, in respect of such Employer, shall be terminated.

         (b)      Upon termination of the Plan with respect to the Employer, the
Trustee shall allocate and segregate for the benefit of the Participants then or
theretofore employed by such Employer their proportionate interest in the Trust
Fund.

         (c)      Any termination or partial termination shall be effective as
of the date specified in the resolution providing therefor, if any, and shall be
binding upon the Employer, the Trustee, the Administrator, all Participants and
all parties in interest.

         (d)      Upon a termination of the Plan in its entirety, each
Participant shall be fully 100% vested in the balance of his Account, determined
as of the date of such termination, and such benefit shall be nonforfeitable.

         (e)      In the event of a partial termination of the Plan, the rights
of all affected Participants to their Account balances, determined as of the
date of such partial termination, shall be fully 100% vested.

         (f)      Upon the termination of the Plan in its entirety, the Trustee
shall:

                  (1)      pay any and all expenses chargeable against the Trust
         to the extent of Trust assets available to pay such expenses;


                                       48
<PAGE>

                  (2)      determine, in accordance with the provisions of
         Section 7.2, the balance in each Participant's Account;

                  (3)      repay the ESOP Loan, as the Trustee and the lender
         shall agree, and in the case of sale of shares of Company Stock held in
         the ESOP Loan Suspense Account, allocate to each Participant a portion
         of the balance of the proceeds remaining after repayment of the ESOP
         Loan. Each Participant's portion shall be determined by multiplying the
         remaining balance of the proceeds of sale by a fraction, the numerator
         of which is the Participant's Company Stock Account balance as of the
         date of termination of Plan, and the denominator of which is the
         aggregate Company Stock Account balances of all Participants in the
         Plan as of such date;

                  (4)      pay over to each Participant, in accordance with the
         provisions of section 403(d)(i) of ERISA, the balance in his Account as
         soon as practicable after the Plan termination; and

                  (5)      as an alternate to the payments provided under (iv)
         above, and at the direction of the Company, continue to maintain the
         Trust and Plan to pay benefits in accordance with the provisions of
         Article VIII, except that no Employee shall become a Participant on or
         after the effective date of such termination.

         (g)      For purposes of this Section, the term "termination" shall
include a complete discontinuance of contributions under the Plan.


                                       49
<PAGE>
                                  ARTICLE XIV

                                MILITARY SERVICE

         14.1     USERRA PROVISION. Notwithstanding any provision of this plan
to the contrary, benefits and service credit with respect to qualified military
service will be provided in accordance with Section 414(u) of the Code.

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

         15.1     NONREVERSION: RETURN OF CONTRIBUTIONS.

         (a)      Except as provided in this Section, the assets of the Plan
shall never inure to the benefit of any Employer, and shall be held for the
exclusive purpose of providing benefits to Participants and their Beneficiaries,
and for defraying the reasonable expenses of administering the Plan.

         (b)      In the case of the Employer Contribution which is made by
mistake of fact, this Section shall not prohibit the return of the contribution
to the Employer within one year after the payment of the contribution.

         (c)      If the Employer Contribution is conditioned upon initial
qualification of the Plan under section 401(a) of the Code, or any successor
provision thereto (and the application for determination was made by the time
prescribed by law for filing the Employer's return for the taxable year in which
the Plan was adopted, or such later date as the Secretary of Treasury may
prescribe), and if the Plan does not so qualify under section 401(a) of the
Code, then this Section shall not prohibit the return of the contribution to the
Employer within one year after the date of denial of qualification of the Plan.


                                       50
<PAGE>

         (d)      If the Employer Contribution is conditioned upon the
deductibility of the contribution under section 404 of the Code, or any
successor provision thereto, then to the extent such contribution is disallowed,
this Section shall not prohibit the return to the Employer of the contribution
(to the extent disallowed), within one year after the disallowance.

         15.2     PLAN MERGER. In the event of any merger or consolidation of
the Plan with, or transfer in whole or in part of the assets or liabilities of
the Trust to, another trust fund held under any other plan of deferred
compensation maintained or to be established for the benefit of some or all of
the Participants of the Plan, the assets of the Trust applicable to such
Participants shall be transferred to the other trust fund only if such
Participant would (if either the Plan or the other Plan had then terminated)
receive a benefit immediately after the merger, consolidation or transfer which
is equal to or greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation or transfer (if the Plan had then
terminated).

         15.3     NO ASSIGNMENT OR ALIENATION. Except as provided in a
"qualified domestic relations order" within the meaning of section 414(p) of the
Code, the benefits under the Plan may not be assigned or alienated, except as
allowed under 401(a)(13).

         15.4     NO EMPLOYMENT CONTRACT. The adoption of the Plan is not a
contract between any Employer and any Employee, nor does it give any Employee
any right to continue employment with any Employer, or interfere with the right
of any Employer to discharge any Employee with or without cause.

         15.5     COMMUNICATIONS. Each Participant, former Participant,
Beneficiary and dependent shall notify the Administrator in writing of such
change in his post office address. Any communication, statement or notice to
such person by the Employer, the Administrator, or the Trustee in connection
with the Plan shall be sufficiently given or furnished if sent to such person


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<PAGE>

by first class mail, postage prepaid, addressed to him at his last post office
address as disclosed by the records of the Administrator. Except as provided in
Section 14.9, the Employer, the Administrator, and the Trustee shall have no
obligation to search for, or ascertain the whereabouts of, any such person.

         15.6     APPLICABLE LAW. The Plan shall be construed, administered and
enforced according to ERISA and, to the extent state law is applicable and not
preempted, according to the laws of the State of Delaware.

         15.7     DISQUALIFICATION OF THE EMPLOYER. If, after initial
qualification, it is finally determined that the plan and the trust of any
Employer no longer meet the requirements of section 401(a) of the Code, or any
successor provision thereto, such Employer will no longer participate in the
Plan and Trust as of the date of disqualification, and the assets of the Trust
allocable to the Employer shall be aggregated as soon as possible after the date
of final determination of disqualification and held as a separate fund.

         15.8     EMPLOYER ACQUISITIONS.

         (a)      Notwithstanding any provision in the Plan to the contrary, if
any Employer becomes the successor to the business of another company, by
whatever form or manner, at a time when such other company is not the Employer,
and if employees of such other company become employees of the Employer, the
terms and conditions under which such employees may participate in the Plan
shall be determined by the Board of Directors.

         (b)      Provided such action does not result in discrimination
prohibited by section 401(a) of the Code, the Board of Directors may waive or
vary requirements for participation in the Plan by such employees and/or may
provide that service with such other company shall be considered continuous
service with the Employer for any or all purposes of the Plan.


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<PAGE>

         15.9     PARTICIPANTS WHO CANNOT BE LOCATED. The Administrator shall
make a reasonable effort to locate all persons entitled to benefits under the
Plan. Should the Administrator be unable to locate any person entitled to
benefits, such benefits will be forfeited in accordance with Section 7.2(c) at
the end of the fifth Plan Year following the Plan Year in which the person first
becomes entitled to benefits under the Plan; provided, however, that the Company
shall restore such person's benefit in the event the person is subsequently
located. Before the Administrator can deem that a person cannot be located, the
Administrator shall send a certified letter to such person at his last known
post office address advising him of his entitlement to a payment or distribution
under the Plan.

         15.10    INDEMNIFICATION. The Company may, by by-law, agreement,
resolution, or otherwise, indemnify and reimburse for any liability and expenses
incurred in the administration of the Plan, other than for gross negligence, the
members of the Board of Directors, the Administrator or any agents thereof.

         15.11    HEADINGS. Headings in the Plan are for convenience only and
are not intended to affect the meaning of the substantive provisions of the
Plan.

         15.12    NOTICES. Any notice or document required to be filed with the
Trustee under the Plan will be properly filed if delivered or mailed by
registered mail, postage prepaid, to:

                  The Banc Corporation Employee Stock Ownership Plan
                  17 North 20th Street
                  Birmingham, Alabama  35203
                  Attention:  David R. Carter and F. Hampton McFadden, Jr.,
                               Trustees

         15.13    GENDER AND NUMBER. Masculine pronouns used herein shall
include the feminine, the singular number shall include the plural, and the
plural shall be read as the singular.


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                                  ARTICLE XVI

                                    EXECUTION

         16.1     EXECUTION. To record the adoption of the Plan, the Company has
caused this document to be executed as of the 15th day of May, 2002.


                           THE BANC CORPORATION



                           By
                             -------------------------------------------------
                                       James A. Taylor, Sr.
                                    Chairman of the Board and
                                      Chief Executive Officer


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