BOK Financial Thrift Plan
                            for Hourly Employees






This  document  constitutes  part of a Section  10(a)  Prospectus  covering  the
securities  that have been  registered  under the  Securities  Act of 1933.  The
documents  constituting  the  Section  10(a)  Prospectus  are  held  in  a  file
maintained  by the Benefits  Department  of Human  Resources and may reviewed or
obtained,  without charge, upon written or oral request made to the Compensation
Department of Human Resources of Bank of Oklahoma,  National  Association,  P.O.
Box 2300, Tulsa, Oklahoma 74192, telephone number (918) 588-6277.


<PAGE>

Contents





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         Article 1. The Plan                                               1
1.1 Establishment of the Plan                                              1
1.2 Applicability of the Plan                                              1
1.3 Purpose of the Plan                                                    1

         Article 2. Definitions                                            2
2.1 Definitions                                                            2
2.2 Gender and Number                                                      6

         Article 3. Participation and Service                              7
3.1 Commencement of Active Participation                                   7
3.2 Participation Status; Membership; Reemployment                         7
3.3 Discretionary Contributions Eligibility Requirements                   8
3.4 Years of Service                                                       8
3.5 Special Provisions for Participants Who Enter the Armed Forces        11
3.6 Leased Employees                                                      11
3.7 Plan to-Plan Transfers                                                11

         Article 4. Plan Contributions                                    13
4.1 Types of Contributions                                                13
4.2 Before-Tax Contributions                                              13
4.3 After-Tax Contributions                                               13
4.4 BenePay Contributions                                                 14
4.5 Matching Contributions                                                14
4.6 Discretionary Employer Contributions                                  15
4.7 Discretionary Stock Contributions                                     15
4.8 Qualified Nonelective Contributions                                   15
4.9 Rollover Contributions                                                16
4.10 Limitations on Contributions                                         17
4.11 Elections Relating to Contributions                                  17
4.12 Payment of Contributions                                             19
4.13 Forfeitures                                                          19
<PAGE>

         Article 5. Accounts; Allocation and Adjustments to Accounts      20
5.1 Accounts of Members                                                   20
5.2 Adjustment of Accounts; Valuation of Trust Fund                       21
5.3 Account Statements                                                    21
5.4 Transactions in BOK Financial Corporation Common Stock                21
5.5 Voting Rights in BOK Financial Corporation Common Stock               21
5.6 Tender Offers for BOK Financial Corporation Common Stock              22

         Article 6. Vesting in Accounts                                   23
6.1 Fully Vested Accounts                                                 23
6.2 Vesting                                                               23

         Article 7. Distributions; Loans; Withdrawals                     24
7.1 Distributions Upon Termination of Employment                          24
7.2 Method of Distribution                                                24
7.3 Timing of Distribution                                                24
7.4 Required and Minimum Distribution Rules                               25
7.5 Forfeitures                                                           25
7.6 Loans                                                                 26
7.7 In-Service Withdrawals                                                28
7.8 Withholding Taxes                                                     31
7.9 Direct Rollover Option                                                31
7.10 Distribution on Sale of Subsidiary/Assets                            34

         Article 8. Limitations                                           35
8.1 Limitations on Before-Tax Contributions                               35
8.2 Limitations on After-Tax Contributions and Matching Contributions     37
8.3 Combination of Limitations; Multiple Use                              39
8.4 Limitations on Annual Account Additions                               39

         Article 9. Investment of Accounts                                42
9.1 Investments                                                           42
9.2 Investment Funds                                                      42
9.3 Investment Elections for Contributions                                43
9.4 Investment Transfers                                                  44
9.5 Rules of Plan Administrator                                           44
<PAGE>


         Article 10. Administration and Fiduciary Responsibilities        45
10.1 Duties and Powers of Plan Administrator                              45
10.2 Duties and Powers of Administrative Committee                        46
10.3 Membership                                                           46
10.4 Voting                                                               47
10.5 Compensation and Bonding                                             47
10.6 Employer to Furnish Information                                      47
10.7 Records                                                              47
10.8 Allocation of Fiduciary Responsibilities                             47
10.9 Payment of Expenses                                                  48
10.10 Filing a Claim for Benefits                                         48
10.11 Appeals from Denial of Claims                                       48
10.12 Indemnity for Liability                                             49
10.13 Conflicts                                                           49
10.14 Reliance on Information                                             49
10.15 Beneficiary Designation                                             49
10.16 Incompetency                                                        50
10.17 Information and Data for Benefits                                   51
10.18 Missing Members or Beneficiaries                                    51
10.19 No Enlargement of Employee Rights                                   51
10.20 Applicable Law                                                      51
10.21 Internal Revenue Service Approval                                   51
10.22 Severability                                                        52

         Article 11. Trust Fund and Trustee                               53
11.1 Establishment of Trust Fund                                          53
11.2 Trustee                                                              53
11.3 Rights in the Trust Fund                                             53
11.4 Nonreversion; Exclusive Benefit                                      53
11.5 Nonalienation                                                        54
11.6 Merger, Consolidation or Transfer                                    54

         Article 12. Amendment and Termination                            55
12.1 Amendment and Termination                                            55
12.2 Limitations on Amendments                                            55
12.3 Effect of Bankruptcy and Other Contingencies Affecting an Employer   56
12.4 Distributions on Plan Termination                                    56

         Article 13. Participation In and Withdrawal                      57
13.1 Participation in the Plan                                            57
13.2 Withdrawal from the Plan                                             57
<PAGE>


         Article 14. Top-Heavy Provisions                                 58
14.1 Application of Top-Heavy Provisions                                  58
14.2 Definitions                                                          58
14.3 Minimum Contribution                                                 60
14.4 Limit on Annual Additions: Combined Plan Limit                       60
14.5 Top Heavy Vesting                                                    61
14.6 Collective Bargaining Agreements                                     61

<PAGE>

Article 1.         The Plan

1.1       Establishment of the Plan

Bank of Oklahoma,  N.A.  ("Sponsor") hereby established the BOK Financial Thrift
Plan for Hourly  Employees,  effective as of January 1, 1999, for the benefit of
its  Eligible  Employees  and the  Eligible  Employees  of  other  participating
Employers.  The Plan is  intended  to  qualify  as a profit  sharing  plan under
section  401(a) of the Internal  Revenue  Code of 1986,  as amended (the "Code")
with a qualified  cash or deferred  arrangement  under Code section  401(k).  In
accordance  with Code section  401(a)(27),  the  determination  of the Plan as a
qualified  profit  sharing  plan shall be made  without  regard to  whether  any
participating Employer has current or accumulated profits.

1.2       Applicability of the Plan

The provisions of the Plan as set forth herein are generally  applicable only to
Employees in the employ of an Employer on or after January 1, 1999.

1.3       Purpose of the Plan

The  purpose  of the  Plan is to  provide  Eligible  Employees  with a means  of
accumulating  capital  on a  regular  and long term  basis for their  retirement
income needs.
<PAGE>

Article 2. Definitions

2.1       Definitions

Whenever  used in the Plan,  the  following  words and  phrases  shall  have the
respective  meanings stated below unless a different meaning is plainly required
by the  context,  and  when  the  defined  meaning  is  intended,  such  term is
capitalized.

(a)  "Account" means the separate account maintained for each Member pursuant to
     Section 5.1 for the purpose of accounting  for the  beneficial  interest of
     the Member in the Trust Fund as of any relevant  date,  which Account shall
     consist  of the  following  subaccounts,  and other  subaccounts  as may be
     applicable to the Member, as provided in Section 5.1, and where the context
     indicates, the term "Account" means an individual subaccount:

     (1)  "Before-Tax Contributions Account";

     (2)  "After-Tax Contributions Account";

     (3)  "BenePay Contributions Account";

     (4)  "Matching Contributions Account";

     (5)  "Discretionary Employer Contributions Account";

     (6)  "Discretionary Stock Contributions Account";

     (7)  "Qualified Nonelective Contributions Account"; and

     (8)  "Rollover Contributions Account".

(b)  "Administrative  Committee"  means the  committee  designated  pursuant  to
     Section 10.2 which has the powers assigned to it under such section.

(c)  "Affiliate" means-

     (1)  Any  corporation  other than the  Sponsor,  i.e.,  either a subsidiary
          corporation or an affiliated or associated corporation of the Sponsor,
          which together with the Sponsor is a member of a "controlled group" of
          corporations (as defined in Code section 414(b));

     (2)  Any  organization  which  together  with the Sponsor is under  "common
          control" (as defined in Code section 414(c));

     (3)  Any  organization  which  together with the Sponsor is an  "affiliated
          service group" (as defined in Code section 414(m)); or
<PAGE>

     (4)  Any  organization  required to be aggregated with the Sponsor pursuant
          to Code section 414(o).

(d)  "Beneficiary"  means the person or persons  designated by a Member pursuant
     to Section 10.15.

(e)  "Board of Directors" means the Board of Directors of the Sponsor.

(f)  "Code" means the Internal  Revenue Code of 1986 and the regulations  issued
     thereunder, as amended from time to time.

(g)  "Compensation" means a Participant's pay, determined as follows:

     (1)  For all  purposes  under the  Plan,  except  as  otherwise  specified,
          Compensation  means the  Participant's  base salary  received  from an
          Employer  while an  Employee,  including  shift  differential  pay and
          commissions paid to the Employee by the Employer during the Plan Year,
          but excluding  overtime,  incentive pay,  annual  management  bonuses,
          taxable fringe benefits, and other forms of special remuneration.  For
          purposes of this Section 2.1(g)(1), Compensation shall be increased by
          amounts excluded from compensation by reason of an Employee's election
          to reduce  compensation  in lieu of benefits  under a cash or deferred
          arrangement  under Code section 401(k) or under a cafeteria plan under
          Code section 125.

     (2)  For purposes of satisfying the limitations described in Article 8, for
          purposes  of  determining  if an  individual  is a Highly  Compensated
          Employee,  and  for  purposes  of  Article  14,  Compensation  means a
          Participant's  wages  received from an Employer or other  Affiliate as
          defined in Code section 3401(a) for purposes of income tax withholding
          at the source but  determined  without  regard to any rules that limit
          the remuneration  included in wages based on the nature or location of
          the  employment  or  the  services  performed,  increased  by  amounts
          excluded  from  wages by reason of an  Employee's  election  to reduce
          wages in lieu of benefits  under a cafeteria  plan under Code  section
          125 or a cash or  deferred  arrangement  under  Code  section  401(k);
          provided,  however, that in lieu of the definition of Compensation set
          forth in this  paragraph  (2),  the Plan  Administrator  may elect any
          alternative   definition  of  Compensation  permitted  under  Treasury
          regulations  for  purposes of applying  the  limitations  described in
          Article 8.

     (3)  The Compensation of each Employee that may be taken into account under
          the  Plan  shall  not  exceed  the  first  $160,000  of an  Employee's
          Compensation  (as  adjusted by the  Secretary  of Treasury  under Code
          section 401(a)(17)).
<PAGE>

(h)  "Contributions" under the Plan include-

     (1)  "Before-Tax  Contributions"  made  by  the  Employer  on  behalf  of a
          Participant, as described in Section 4.2.

     (2)  "After-Tax  Contributions"  made  by a  Participant  as  described  in
          Section 4.3.

     (3)  "Matching   Contributions"  made  by  the  Employer  on  behalf  of  a
          Participant, as described in Section 4.5.

     (4)  "Discretionary  Employer Contributions" made by the Employer on behalf
          of Eligible Employees, as described in Section 4.6.

     (5)  "Discretionary  Stock Contributions" made by the Employer on behalf of
          Eligible Employees, as described in Section 4.7.

     (6)  "Qualified  Nonelective  Contributions" made by the Employer on behalf
          of Eligible Employees as described in Section 4.8.

     (7)  "Rollover  Contributions"  made by a Participant or Eligible Employee,
          as described in Section 4.9.

(i)  "Disability"  means a  physical  or mental  condition  which  entitles  the
     Employee  to begin to  receive  benefits  under  his  Employer's  long-term
     disability plan.

(j)  "Entry Date" means each January 1, April 1, July 1 and October 1.

(k)  "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
     amended from time to time.

(l)  "Effective Date" means January 1, 1999.

(m)  "Eligible  Employee" means an Employee of an Employer who is compensated on
     an hourly basis, other than an Employee covered by a collective  bargaining
     agreement  between Employee  representatives  and the Employer,  unless the
     agreement  provides  for  coverage  under  the  Plan.  The  term  "Eligible
     Employee"  shall also not include any person who  performs  services for an
     Employer  under any agreement or  arrangement  (which may be written,  oral
     and/or evidenced by the Employer's  payroll  practices) with the individual
     or with another  organization  that provides the services of the individual
     to the Employer,  pursuant to which the person is treated as an independent
     contractor  or is otherwise  treated as an employee of an entity other than
     the  Employer,  irrespective  of whether  the  individual  is treated as an
     employee of the Employer under common law employment principles or pursuant
     to the provisions of Code sections 414(m), 414(n) or 414(o).

(n)  "Employee" means any person who is employed by an Employer or an Affiliate.
<PAGE>

(o)  "Employer"  means the Sponsor  (and any  successor to the Sponsor) and each
     other Affiliate that adopts the Plan.

(p)  "Highly  Compensated  Employee" means a highly  compensated active Employee
     and a highly  compensated  former  Employee.  A highly  compensated  active
     Employee  means any Employee  who (1) was a 5 percent  owner (as defined in
     Code section  416(i)(1)) at any time during the current or preceding  year,
     or (2) during the previous year,  received  Compensation from the Employers
     and  Affiliates  in excess of $80,000  (as  adjusted  by the  Secretary  of
     Treasury under Code section 415(d)).  A former Employee shall be treated as
     a Highly Compensated Employee if (1) such Employee was a Highly Compensated
     Employee when such Employee  separated  from service,  or (2) such Employee
     was a Highly  Compensated  Employee at any time after attaining age 55. The
     determination  of who is a  Highly  Compensated  Employee  shall be made in
     accordance with Code section 414(q) and the regulations thereunder.

(q)  "Investment  Fund or Fund" means each investment fund established from time
     to time by the Plan  Administrator  for the investment of funds credited to
     Members' Accounts, as provided in Section 9.2.

(r)  "Member"  means an  Active  Participant,  Inactive  Participant,  or Former
     Participant  (as such terms are  defined  in Section  3.2 who has a balance
     credited to his Account under the Plan.  Where the context  indicates,  the
     term "Member" shall also mean the Beneficiary of a Member.

(s)  "Participant"  means an Eligible Employee who is eligible to be and becomes
     a Participant as provided in Article 3.

(t)  "Plan"  means the "BOK  Financial  Thrift  Plan for  Hourly  Employees"  as
     provided herein and as amended from time to time.

(u)  "Plan Administrator" means Bank of Oklahoma, N.A.

(v)  "Plan Year" means a period of 12 consecutive  months beginning January 1 of
     each year and ending on December 31.

(w)  "Sponsor" means Bank of Oklahoma, N.A. and any successor thereto.

(x)  "Trust  Agreement"  means any agreement  establishing a trust,  which forms
     part of the Plan, to receive, hold, invest, and dispose of the Trust Fund.

(y)  "Trustee"  means the  corporation  or individual or  individuals  acting as
     Trustee under the Trust Agreement at any time of reference.
<PAGE>

(z)  "Trust  Fund," or "Trust"  means all the trust assets which are held by the
     Trustee under the Trust Agreement for the purposes of this Plan.

(aa) "Years of Service"  means the service of an Employee  used for  determining
     eligibility  to  participate,  vesting in Matching  Contributions,  and the
     applicable matching contribution percentage.

2.2       Gender and Number

Wherever  applicable,  the  masculine  pronoun as used herein shall be deemed to
include the feminine  pronoun,  and the singular  shall be deemed to include the
plural.
<PAGE>

Article 3.   Participation and Service

3.1       Commencement of Active Participation

An Eligible Employee may commence participation as an "Active Participant" under
the Plan on the Entry Date  coincident with or next following the later to occur
of-

(a)  the Effective Date;

(b)  the date on which he is employed as an Eligible Employee;

(c)  the date on which he is credited with at least one Year of Service; or

(d)  the date he attains his 21st birthday

by  filing  an  election  to  make   Before-Tax   Contributions   or   After-Tax
Contributions  as provided in Section 4.11  effective as of such Entry Date.  An
Eligible  Employee  who  does  not  elect to make  Before-Tax  Contributions  or
After-Tax  Contributions  effective  as of  the  Entry  Date  described  in  the
preceding   sentence  may  thereafter   commence   participation  as  an  Active
Participant  as of the first day of any month by filing an  election to commence
Before-Tax Contributions or After-Tax Contributions as provided in Section 4.11.

3.2       Participation Status; Membership; Reemployment

A   Participant   shall  either  be  an  "Active   Participant,"   an  "Inactive
Participant," or "Former  Participant"  under the Plan. An Eligible Employee who
has become an Active  Participant  under the Plan,  as provided in Section  3.1,
shall  continue  his  status  as an  Active  Participant  so long as he  remains
employed as an Eligible  Employee and he is making  Before-Tax  Contributions or
After-Tax Contributions.  An Employee who has become an Active Participant under
the Plan, as provided in Section 3.1,  shall be an Inactive  Participant  during
any period when he is employed as an Employee,  he has a balance credited to his
Account and he is not making Before-Tax Contributions or After-Tax Contributions
under the Plan.  Such an  Inactive  Participant  shall  resume  the status of an
Active  Participant  at the time he  resumes  making  such  Contributions  while
employed as an Eligible Employee.

An Eligible  Employee who has  received a  Discretionary  Employer  Contribution
allocation  or who has made a Rollover  Contribution,  but who has not become an
Active  Participant,  shall be an Inactive  Participant  and shall continue such
status as an Inactive  Participant so long as he remains employed as an Employee
and he has a balance  credited  to his  Account,  or until he  becomes an Active
Participant.

An Active  Participant  or  Inactive  Participant  who ceases  employment  as an
Employee  shall  become  a  "Former  Participant".  A Former  Participant  shall
immediately become an Inactive  Participant upon his reemployment as an Employee
(if he still has a balance credited to his Account),  and shall become an Active
Participant upon his reemployment as an Eligible  Employee and his resumption of
Before-Tax  Contributions  or  After-Tax  Contributions.  As provided in Section
2.1(r) an individual shall be classified as a "Member" under the Plan so long as
he is an Active Participant,  Inactive Participant or Former Participant, and he
has a balance credited to his Account under the Plan.
<PAGE>

3.3       Discretionary Contributions Eligibility Requirements

An  Eligible  Employee  shall be eligible  to receive a  Discretionary  Employer
Contribution (as provided in Section 4.6) if the Eligible Employee has completed
one Year of Service and attained age 21.

An  Eligible  Employee  shall be  eligible  to  receive  a  Discretionary  Stock
Contribution  (as provided in Section 4.7) only if he meets the  requirements of
subsections (a) and (b) of this Section 3.3:

(a)  the Eligible Employee has-

     (1)  completed one Year of Service, and

     (2)  attained age 21; and

(b)  the Eligible Employee-

(1)  was an Eligible Employee for the entire Plan Year prior to the Plan Year to
     which such Discretionary Stock Contribution relates, and

(2)  is  employed as an  Eligible  Employee on the date that such  Discretionary
     Stock Contribution is made.

3.4       Years of Service

An  Employee  shall be  credited  with Years of Service in  accordance  with the
following provisions:

(a)  An Employee  shall  receive  credit for a Year of Service,  for purposes of
     determining  eligibility to participate pursuant to Section 3.1(c), for the
     12-month period beginning on the Employee's  Employment  Commencement  Date
     and ending on the first  anniversary  thereof,  if the  Employee  completes
     1,000 or more Hours of Service during such period.  If an Employee fails to
     complete  1,000 or more Hours of Service  during such period,  the Employee
     shall receive credit,  for purposes of eligibility to participate,  for any
     Plan Year beginning  after the  Employee's  Employment  Commencement  Date,
     during which the Employee completes 1,000 or more Hours of Service.

(b)  An Employee  shall  receive  credit for a Year of Service,  for purposes of
     vesting  pursuant  to Section  6.2(a) and for  purposes  of  determining  a
     Participant's  applicable  matching  contribution  percentage  pursuant  to
     Section 4.5(b), as follows:
<PAGE>

     (1)  for  employment  prior to January 1, 1995,  an Employee  shall receive
          credit  for a Year of  Service  for any  consecutive  12-month  period
          beginning  on  the   Employee's   Employment   Commencement   Date  or
          anniversaries thereof during which he or she- completes at least 1,000
          Hours of Service, and

     (2)  for employment on and after January 1, 1995, an Employee shall receive
          credit  for a Year of  Service  for any  Plan  Year  during  which  he
          completes at least 1,000 Hours of Service, and

     (3)  with  respect to any  Employee  who was  employed  in 1994 and did not
          complete 1,000 Hours of Service in the computation  period  commencing
          in the 1994 calendar  year,  such Employee  shall receive credit for a
          Year of  Service  (in  addition  to a Year of Service  credited  under
          paragraph  (2) above) if he is  credited  with 1,000  Hours of Service
          during  the full  12-month  computation  period (as  determined  under
          paragraph (1) above) commencing in the 1994 calendar year.

(c)  Years of Service  shall also  include any years of service  credited  for a
     period of employment by a  corporation  which is acquired  (through a stock
     purchase,  an asset purchase, a merger, or otherwise) by an Employer to the
     extent the Plan  Administrator,  in its  discretion,  determines  that such
     employment  shall be included as Years of Service and provided  such credit
     is given on a uniform  and  nondiscriminatory  basis  with  respect  to all
     Employees of such corporation.

(d)  If an  Employee  who  incurs a One-Year  Break in  Service is  subsequently
     reemployed  by an Employer  or  non-participating  Affiliate,  the Years of
     Service the Employee had prior to such  One-Year  Break in Service shall be
     reinstated upon the Employee's reemployment.

(e)  In determining an Employee's  Years of Service pursuant to this Section 3.4
     the following terms shall apply:

     (1)  "Employment  Commencement  Date"  means  the  first  day on  which  an
          Employee  first  performs  an  Hour  of  Service  for an  Employer  or
          Affiliate or, if applicable,  the first day following a One-Year Break
          in Service on which an  Employee  performs  an Hour of Service  for an
          Employer or Affiliate.

     (2)  "Break in Service"  means the cessation of crediting  Hours of Service
          when the Employee-

          (A)  resigns;

          (B)  is discharged;
<PAGE>

          (C)  fails to report for work within the period required under the law
               pertaining to veterans' reemployment rights after the Employee is
               released  from  military duty with the armed forces of the Untied
               States,  in which case the  Employee's  Break in Service shall be
               deemed  to  have  occurred  on the  first  day of the  Employee's
               authorized leave of absence for such military duty;

          (D)  is on an  authorized  leave of  absence  and  fails to  return to
               employment,  in which case the Employee's  Break in Service shall
               be deemed  to have  occurred  on the first day of the  Employee's
               authorized leave of absence; or

          (E)  retires or dies.

     (3)  "One-Year  Break in Service" means each Plan Year in which an Employee
          who has a Break in  Service  is  credited  with less than 501 Hours of
          Service.

     (4)  "Hours of Service" means the hours of service  credited to an Employee
          as follows:

          (A)  One hour  for each  hour for  which he is paid,  or  entitled  to
               payment,  by an Employer or an Affiliate for the  performance  of
               duties  during the  applicable  computation  period for which his
               Hours of Service are being determined under the Plan.

          (B)  One hour for each  hour,  in  addition  to the  hours in  Section
               3.4(e)(4)(A),  for which he is directly or  indirectly  paid,  or
               entitled to payment,  by an Employer or an Affiliate,  on account
               of a period of time during which no duties are  performed  due to
               vacation,  holiday,  illness,  disability,   layoff,  jury  duty,
               military duty or leave of absence.  Not more than 501 hours shall
               be credited  under this  Section  3.4(e)(4)(B)  on account of any
               single continuous period during which he performs no duties.

          (C)  One hour for  each  hour for  which  back  pay,  irrespective  of
               mitigation  of  damages,  is  either  awarded  or agreed to by an
               Employer  or an  Affiliate,  with no  duplication  of credit  for
               hours.

          (D)  An Employee  shall be credited with 190 Hours of Service for each
               month during which such Employee  would  otherwise be required to
               be credited with at least one Hour of Service under the foregoing
               provisions  of this Section  3.4(e)(4).  An  Employee's  Hours of
               Service  shall  be  credited  in  accordance  with  the  rules of
               Department of Labor regulation  section  2530.200b-2(b)  and (c),
               which are incorporated herein by reference.
<PAGE>

          (E)  For  purposes  of  determining  whether  an  Employee  has  had a
               One-Year  Break in Service,  an Employee  who is absent from work
               for reasons of an "authorized maternity or paternity leave" shall
               be credited with the number of Hours of Service (not in excess of
               501) equal to-

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

               (ii) in any  case  in  which  the  number  of  Hours  of  Service
                    described in Section  3.4(e)(4)(E)(i)  cannot be determined,
                    eight Hours of Service per day of such absence.

               An absence for an "authorized maternity or paternity leave" means
               an absence by reason of the pregnancy of the Employee,  by reason
               of the  birth  of a  child  of the  Employee,  by  reason  of the
               placement  of a child with the  Employee in  connection  with the
               adoption of such child by the Employee, or for purposes of caring
               for such child for a period  immediately  following such birth or
               placement.  The  Hours  of  Service  described  in  this  Section
               3.4(e)(4)(E)(i)  shall be credited only in the Plan Year in which
               the absence from work begins if the  Employee  would be prevented
               from  incurring  a Break in  Service  in such  Plan  Year  solely
               because  of  this  provision  or,  in  any  other  case,  in  the
               immediately following Plan Year.

3.5       Special Provisions for Participants Who Enter the Armed Forces

If an Eligible  Employee is absent from  employment for voluntary or involuntary
military  service  with the armed  forces of the United  States  and  returns to
employment  within the period  required  under the law  pertaining  to veterans'
reemployment rights, the Eligible Employee shall receive Contributions, benefits
and service credit in accordance with Code section 414(u).

3.6       Leased Employees

A person who is not an Employee and who performs  services for an Employer or an
Affiliate  pursuant to an  agreement  between the  Employer or  Affiliate  and a
leasing  organization  shall be  considered  a "leased  employee" if such person
performed  the  services on a  substantially  full time basis for a period of at
least a year and the services  performed under the primary direction and control
of the Employer or Affiliate.  A person who is considered a "leased employee" of
an Employer or an Affiliate  shall not be considered an Employee for purposes of
the Plan.  If such a person  becomes  a  Participant  as a result of  subsequent
employment  with an Employer,  he shall receive  service for his employment as a
leased employee.
<PAGE>

3.7       Plan-to-Plan Transfers

The Plan  Administrator,  in its  discretion,  shall be  empowered  to  effect a
transfer  of a  Member's  Account  balance  from this Plan to the BOK  Financial
Thrift Plan for Salaried Employees,  provided that (1) such Member has ceased to
be an Eligible  Employee under this Plan, (2) such Member has been a participant
in the BOK Financial  Thrift Plan for Salaried  Employees for at least one year,
(3) the Member is 100% vested in his or her Account  balance under the Plan, and
(4) the  transfer  satisfies  the  requirements  of  Code  sections  414(l)  and
411(d)(6).  The Plan  Administrator,  in its  discretion,  shall be empowered to
accept a plan-to-plan transfer into this Plan from the BOK Financial Thrift Plan
for  Salaried  Employees,  provided  that (1) the  Member  on whose  behalf  the
plan-to-plan  transfer is to be made has been a Participant  in this Plan for at
least one year, (2) the Member is 100% vested in his or her transferred  Account
balance from the BOK Financial Thrift Plan for Salaried  Employees,  and (3) the
transfer satisfies the requirements of Code sections 414(l) and 411(d)(6).
<PAGE>

Article 4.   Plan Contributions

4.1       Types of Contributions

From and after the Effective  Date,  the following  types of  Contributions  are
provided for under the Plan:

(a)  Before-Tax Contributions, by the Employer on behalf of Active Participants,
     as described in Section 4.2;

(b)  After-Tax  Contributions,  by Active Participants,  as described in Section
     4.3;

(c)  Matching Contributions, by the Employer, as described in Section 4.5;

(d)  Discretionary  Employer  Contributions,  by the  Employer,  as described in
     Section 4.6;

(e)  Discretionary Stock Contributions, by the Employer, as described in Section
     4.7;

(f)  Qualified  Nonelective  Contributions,  by the  Employer,  as  described in
     Section 4.8; and

(g)  Rollover Contributions, by Eligible Employees, as described in Section 4.9.

4.2       Before-Tax Contributions

An Active  Participant may elect to reduce his  Compensation in one percent (1%)
increments  not to exceed twelve  percent (12%) for any pay period for which his
election is in effect,  and to have the amounts by which his  Compensation is so
reduced  contributed  on his behalf by his Employer as Before-Tax  Contributions
under the Plan. All elections with respect to Before-Tax  Contributions shall be
made in  accordance  with the  provisions  of this  Article  4.  The  Before-Tax
Contributions  made on behalf of an Active  Participant  shall be  credited  and
allocated to his Before-Tax  Contributions Account. The sum of the percentage of
Before-Tax  Contributions  elected under this Section 4.2 and the  percentage of
After-Tax  Contributions  elected  under  Section  4.3 for any period  shall not
exceed twenty percent (20%).

4.3       After-Tax Contributions

An Active  Participant may elect to make After-Tax  Contributions in one percent
(1%)  increments not to exceed twelve percent (12%) for any pay period for which
his  election  is in  effect,  and  to  have  such  amounts  deducted  from  his
Compensation  and  contributed  on his  behalf  by  his  Employer  as  After-Tax
Contributions   under  the  Plan.   All  elections  with  respect  to  After-Tax
Contributions shall be made in accordance with the provisions of this Article 4.
The After-Tax  Contributions  made on behalf of an Active  Participant  shall be
credited and allocated to his After-Tax  Contributions  Account.  The sum of the
percentage  of  Before-Tax  Contributions  elected  under  Section  4.2  and the
percentage  of After-Tax  Contributions  elected  under this Section 4.3 for any
period shall not exceed twenty percent (20%).
<PAGE>

4.4       BenePay Contributions

Employees  shall not be permitted to  contribute to the Plan any portion of such
Employee's  elected "benepay  allowance" (as such term is defined in a cafeteria
plan under Code section 125).

4.5       Matching Contributions

For each Plan Year,  the  amount of  Matching  Contributions  (as  described  in
Section  4.5(b))  determined  with respect to each Employer shall be credited to
each  Active  Participant  employed  by the  Employer  in  accordance  with  the
following provisions:

(a)  Eligible  Active  Participants.  As provided in Section 3.3, a  Participant
     shall only be an Active  Participant  during those  periods with respect to
     which he is making  Before-Tax  or After-Tax  Contributions  as an Eligible
     Employee. During those periods when a Participant is an Active Participant,
     he shall be eligible for a Matching  Contribution,  as described in Section
     4.5(b).

(b)  Matching  Contribution  Percentage.  Each Active  Participant  described in
     Section 4.5(a) shall be eligible to receive a Matching  Contribution  equal
     to the  "matching  percentage"  applicable  to him under the  "Contribution
     Table"  in this  Section  4.5(b)  times  the sum of his  Before-Tax  and/or
     After-Tax Contributions,  but not to exceed five percent (5%) of the Active
     Participant's  Compensation  for such pay period.  An Active  Participant's
     "matching  percentage" shall be determined in accordance with the following
     table:

          Contribution Table
        ------------------------------------------- ---------------------------

        Years of Service                            Matching Percentage
        ------------------------------------------- ---------------------------

        Less than 3 years                           40%
        At least 3 years but less than 7 years      60%
        At least 7 years but less than 10 years     80%
        10 or more years                            100%

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


The "matching  percentage"  applicable to an Active  Participant for a Plan Year
shall be determined  by reference to the number of Years of Service  credited to
him as of the beginning of such Plan Year, and once  determined,  such "matching
percentage"  shall  remain  unchanged  for the entire  Plan Year.  The  Matching
Contributions  determined  under this Section 4.5 shall be made by the Employers
participating  under the Plan  during the Plan Year and shall be made in cash or
in shares of BOK Financial Corporation Common Stock. The Matching  Contributions
made on behalf of an Active  Participant  shall be credited and allocated to his
Matching Contributions Account.
<PAGE>

4.6       Discretionary Employer Contributions

For  each  Plan  Year,  each  Employer,  in  its  sole  discretion,  may  make a
Discretionary  Employer  Contribution  to the  Plan to be  allocated  among  all
Eligible Employees who have satisfied the Discretionary Contribution Eligibility
Requirements  set forth in Section  3.3 in  proportion  that each such  Eligible
Employee's  Compensation  bears to the total  Compensation  of all such Eligible
Employees of the  Employer.  The  Discretionary  Employer  Contribution  made on
behalf  of an  Eligible  Employee  shall  be made in  cash or in  shares  of BOK
Financial  Corporation  Common Stock and shall be credited and allocated to each
such Eligible Employee's Discretionary Employer Contributions Account.

4.7       Discretionary Stock Contributions

For  each  Plan  Year,  the  Sponsor,  in  its  sole  discretion,   may  make  a
Discretionary  Stock Contribution to the Plan to be allocated among all Eligible
Employees  who  have  satisfied  the  Discretionary   Contribution   Eligibility
Requirements  set forth in Section  3.3 based upon a fixed  number of shares per
Eligible Employee.  The Discretionary Stock Contribution shall be made in shares
of BOK Financial  Corporation  Common Stock, shall be fully vested, and shall be
credited and  allocated to each such  Eligible  Employee's  Discretionary  Stock
Contributions Account.

4.8       Qualified Nonelective Contributions

(a)  In General. As provided in Section 8.1(c)(1) and 8.2(c)(1), the Sponsor may
     elect that the Employers will make Qualified  Nonelective  Contributions as
     defined in this  Section  4.8 for any Plan Year  beginning  on or after the
     Effective  Date.  Eligibility  for and allocation of Qualified  Nonelective
     Contributions shall be determined by the Sponsor.  Such Contributions shall
     be taken into account in  determining  the actual  deferral  percentage  as
     described  in Section  8.1(a)  except to the extent  that such  amounts are
     taken into account in determining the contribution  percentage described in
     Section 8.2(a). Any Qualified  Nonelective  Contributions made on behalf of
     an  Active  Participant  or an  Eligible  Employee  shall be  credited  and
     allocated to his Qualified Nonelective  Contributions  Account. An Eligible
     Employee who was not a Participant shall become a Participant  beginning in
     the Plan Year for which Qualified Nonelective  Contributions were allocated
     on his behalf under the Plan.

(b)  Definition.  Qualified Nonelective Contributions means contributions (other
     than matching contributions) made by the Employer and allocated to Eligible
     Employees'  Accounts  that are  subject  to the  restrictions  provided  in
     Section 4.8(c) below.

(c)  Special Requirements.  Qualified  Nonelective  Contributions are subject to
     the following additional requirements:

     (1)  the  Participant  may not elect to receive  such  Contributions  until
          distributed from the Plan;

     (2)  such Contributions are 100% vested and nonforfeitable when made;
<PAGE>

     (3)  such  Contributions are not distributable  under the terms of the Plan
          to  Participants or their  Beneficiaries  earlier than the earlier of:
          (A) separation from service,  death, or disability of the Participant;
          (B) attainment of age 59-1/2 by the Participant; or (C) termination of
          the Plan without establishment of a successor plan; and

     (4)  any other  requirements  applicable  under  Code  sections  401(k) and
          401(m).

(d)  Eligibility.  Only Active  Participants  or Eligible  Employees who are not
     Highly  Compensated  Employees who are actively employed by the Employer on
     the last day of the Plan Year shall be eligible  to share in the  Qualified
     Nonelective  Contributions,  if any,  made  hereunder  with  respect to the
     applicable  Plan  Year.  To the extent  provided  in the  regulations,  the
     Employers may make such  Contributions  on behalf of some Employees who are
     not Highly Compensated Employees and not for others in that group.

(e)  Allocations. The amount of the Qualified Nonelective Contributions (if any)
     determined for a particular  Plan Year with respect to an Employer shall be
     stated in terms of-

     (1)  a flat dollar amount, or

     (2)  a percentage of  Compensation  with respect to Eligible  Employees who
          are eligible for an allocation  under this Section 4.8. The allocation
          method and the amount of such Contributions,  if any, for a particular
          Plan Year shall be  determined by the Plan  Administrator  in its sole
          discretion.  Each  Employer  shall  then  contribute  as  a  Qualified
          Nonelective  Contribution  an amount  equal to the  amount  determined
          above.

4.9       Rollover Contributions

An Eligible  Employee may, in accordance with procedures  prescribed by the Plan
Administrator,  contribute  the  following  amounts  to the Plan  provided  such
amounts are delivered to the Trustee in cash or cash equivalents:

(a)  All or any  portion  of a  distribution  (or  proceeds  from  the  sale  of
     distributed   property)   which   qualifies   as  an   "eligible   rollover
     distribution" as defined in Code section 402(c)(4), provided such amount is
     paid over to the  Trustee  on or before  the 60th day after  receipt by the
     Eligible Employee of the distribution,  or such amount is a direct rollover
     to the Trustee  made in  accordance  with Code section  401(a)(31)  and the
     Treasury regulations thereunder.

(b)  A distribution from an individual  retirement account, the entire amount of
     which distribution is from a source described in Section 4.9(a).
<PAGE>

An Eligible  Employee shall be eligible to make a Rollover  Contribution  either
before or after becoming an Active Participant (as provided in Section 3.1). All
Rollover  Contributions  with respect to an Eligible  Employee shall be credited
and allocated to such Eligible Employee's Rollover Contributions Accou nt.

4.10      Limitations on Contributions

In addition to the  contribution  limitations and  requirements of the foregoing
sections of this Article 4, contributions under the Plan shall be subject to the
following limitations and requirements:

(a)  Limitation on Before-Tax  Contributions.  The maximum  amount of Before-Tax
     Contributions  contributed  by an  Employer  on behalf  of any  Participant
     during a calendar  year shall be $10,000 (as  adjusted by the  Secretary of
     the  Treasury to reflect  increases  in the cost of  living).  In any event
     where the Before-Tax  Contributions  limited by this Section  4.10(a) would
     exceed  the  maximum  limitation  provided  herein,  the  election  to make
     Before-Tax  Contributions  shall  be  suspended  for  the  balance  of that
     calendar  year  and the  Participant  shall  be  entitled  to elect to make
     After-Tax  Contributions in lieu of the suspended Before-Tax  Contributions
     as provided in Section 4.10(b).

(b)  Redirected  Contributions.  In the event any Before-Tax  Contributions  are
     suspended pursuant to Section 4.10(a), the Participant shall be entitled to
     elect to make After-Tax  Contributions in lieu of the suspended  Before-Tax
     Contributions (but not to exceed the 12% of Compensation limit described in
     Section 4.3). Any After-Tax  Contributions  made under this Section 4.10(b)
     in lieu of  suspended  Before-Tax  Contributions  shall be allocated to the
     Participant's After-Tax Contributions Account.

(c)  Maximum  Deductible  Contributions.  In no  event  shall an  Employer  make
     Before-Tax  Contributions on behalf of Participants for any Plan Year in an
     amount greater than the maximum amount which is deductible by such Employer
     under the applicable provisions of the Code.

(d)  Other Contribution Limitations. Contributions under this Article 4 shall be
     further subject to the limitations and restrictions of Article 8.

4.11      Elections Relating to Contributions

Elections to make Before-Tax  Contributions or After-Tax Contributions under the
provisions  of this Article 4 shall be subject to and governed by the  following
provisions  of this  Section  4.11,  in  addition  to the other  conditions  and
requirements relating to such Contributions as are contained in this Article 4:
<PAGE>

(a)  Elections  in  General.   All  elections   relating  to   Contributions  by
     Participants under this Section 4.11 shall be made in such manner as may be
     prescribed by the Plan Administrator from time to time. Such election shall
     designate the  contribution  rate or rates for the  Contributions  elected,
     provide for the appropriate  payroll  deduction and/or payroll reduction of
     the elected  Contributions,  specify the Investment  Fund or Funds to which
     the Contributions are to be allocated  pursuant to Section 9.3, and provide
     for such other information as the Plan  Administrator may require from time
     to  time.   Elected   Before-Tax   Contributions   and  elected   After-Tax
     Contributions   shall  be  made  by  payroll   reduction   and   deduction,
     respectively.  Such  Contributions  shall be made with  respect to each pay
     period the  applicable  election  is in effect and shall be  determined  by
     multiplying the Active  Participant's  Compensation  for such pay period by
     the elected contribution rate for the Before-Tax Contributions or After-Tax
     Contributions  elected,  with the  product  thereof  rounded to the nearest
     whole cent. An Active Participant's election with respect to his Before-Tax
     Contributions or After-Tax  Contributions shall remain in effect so long as
     he  continues  as an Active  Participant,  or until he makes a change  with
     respect to such Contributions as provided in Section 4.11(c).

(b)  Commencement  of  Elections.  An  Eligible  Employee  must  elect  to  make
     Before-Tax Contributions or After-Tax Contributions under the Plan in order
     to become an Active Participant.  Such election to make Contributions shall
     become effective as of the Entry Date  immediately  following the date such
     election is made or as soon thereafter as administratively practicable.

(c)  Changes in Contribution  Elections. An Active Participant may elect to make
     a change  with  respect to his  election  of  Before-Tax  Contributions  or
     After-Tax  Contributions under the Plan, including a change with respect to
     the type of such  Contributions or the contribution  rate or rates for such
     Contributions.   An  election  under  this  Section  4.11(c)  shall  become
     effective as of the Entry Date  immediately  following the date such change
     is made or as soon thereafter as administratively practicable.

(d)  Suspension of Contributions. An Active Participant may at any time elect to
     suspend all of his  Before-Tax  Contributions  or  After-Tax  Contributions
     under the Plan.  An election to suspend  Contributions  under this  Section
     4.11(d)  shall  become  effective  as of  the  payroll  period  immediately
     following  the  date  such  suspension  is made or as  soon  thereafter  as
     administratively practicable.

(e)  Electronic or Telephonic Changes. From time to time, the Plan Administrator
     may  authorize  the use of  electronic  or  telephonic  communications  for
     affecting   changes  in   contribution   elections.   Any  such  authorized
     commencement,   change,  or  suspension  of  a  Participant's  contribution
     election  shall be in lieu of any  written  form that  might  otherwise  be
     required pursuant to this Section 4.11.
<PAGE>

4.12      Payment of Contributions

The Employer  shall deposit  After-Tax  and  Before-Tax  Contributions  with the
Trustee as soon as administratively  reasonable,  not to exceed 90 days from the
date on which such amounts would otherwise have been payable to the Participant.

4.13      Forfeitures

Any forfeitures arising under the terms of the Plan each Plan Year shall be used
to  reduce  the  Employers'  Matching  Contributions  for such  Plan Year or any
following Plan Year. An Employer shall receive  credit for the  forfeitures  (if
any) of the Members who were last employed by such Employer.

In lieu of  having  forfeitures  applied  against  Matching  Contributions,  the
Employer may elect to have any portion of such  forfeitures  applied  toward the
payment of its share of any expenses, as provided in Section 10.9.
<PAGE>

Article 5.  Accounts; Allocation and Adjustments to Accounts

5.1       Accounts of Members

The Plan Administrator shall maintain, or cause to be maintained, an Account for
each Member for the purpose of accounting  for the  beneficial  interest of each
such  Member in the  assets  constituting  the Trust  Fund,  which  interest  is
attributable to the Contributions  credited to such Member under the Plan and as
such  interest is adjusted to reflect  Contributions,  the  earnings,  gains and
losses on and changes in the value of the funds credited to the Account, charges
to reflect administrative  expenses and any distributions or payments made to or
with respect to such Member from his Account. Each such Account shall consist of
the following subaccounts as may be applicable to the Member in order to account
for the specified Contributions to be credited to each such subaccount:

(a)  Before-Tax  Contributions  Account-to account for Before-Tax  Contributions
     credited to the Account.

(b)  After-Tax  Contributions  Account-to  account for  After-Tax  Contributions
     credited to the Account.

(c)  BenePay   Contributions   Account-to  account  for  BenePay   Contributions
     transferred into the Plan pursuant to Section 3.7.

(d)  Matching  Contributions   Account-to  account  for  Matching  Contributions
     credited to the Account.

(e)  Discretionary Employer  Contributions  Account-to account for Discretionary
     Employer Contributions credited to the Account.

(f)  Discretionary  Stock  Contributions  Account-to  account for  Discretionary
     Stock Contributions credited to the Account.

(g)  Qualified  Nonelective   Contributions  Account-to  account  for  Qualified
     Nonelective Contributions credited to the Account.

(h)  Rollover  Contributions   Account-to  account  for  Rollover  Contributions
     credited to the Account.

Each such subaccount,  and any other subaccount maintained as part of a Member's
Account, shall reflect the applicable  Contributions credited to the subaccount,
the earnings, gains and losses on and changes in the value of the funds credited
to the subaccount,  charges to the subaccount to reflect administrative expenses
and any  distributions or payment made to or with respect to the Member from the
subaccount. A Member's Account shall reflect the Member's investment interest of
the funds  credited to such Account in the  Investment  Funds from time to time.
The Plan Administrator shall also maintain,  cause to be maintained,  such other
accounts,  subaccounts,  records or books as are deemed  necessary  to  properly
provide for the  maintenance  of Accounts  under the Plan,  and to carry out the
intent and purposes of the Plan.
<PAGE>

5.2       Adjustment of Accounts; Valuation of Trust Fund

The Accounts of Members shall normally be adjusted each business day (or as soon
as  administratively  practicable  after  such  business  day)  to  reflect  all
Contributions credited to the Accounts, all payments, distributions and expenses
charged to the Accounts and all earnings,  gains or losses on the funds credited
to the Accounts. In making such adjustments, the Member's Accounts shall reflect
the  allocations of the investment or reinvestment of the funds credited to such
Accounts among the Investment  Funds (or loans pursuant to Section 7.6), and the
allocable shares of the Member's investment or reinvestment  therein. The assets
of the Trust Fund shall be valued by the Trustee. The method of valuation of the
Trust Fund shall be determined by the Trustee pursuant to the terms of the Trust
Agreement  and shall be made on the basis of the fair market value of the assets
of the Trust Fund.

5.3       Account Statements

At least  once with  respect  to each Plan Year,  the Plan  Administrator  shall
deliver to each Member in the Plan a statement of the Member's Account under the
Plan.

5.4       Transactions in BOK Financial Corporation Common Stock

(a)  Securities Transactions.  The Trustee may receive BOK Financial Corporation
     Common  Stock from an Employer in the name of the Trustee or shall upon the
     Plan  Administrator's  direction acquire BOK Financial  Corporation  Common
     Stock in the open market or from an Employer.  Any shares of BOK  Financial
     Corporation Common Stock purchased from an Employer by the Trustee shall be
     purchased at the purchase price as specified in the Trust Agreement.

(b)  Cash Contributions.  Any cash contributions  intended for investment in BOK
     Financial Corporation Common Stock shall be invested by the Trustee, in BOK
     Financial  Corporation  Common Stock within 30 days  following  the date of
     contribution.  Notwithstanding  the  foregoing,  the Trustee may maintain a
     cash reserve fund within the BOK Financial  Corporation  Common Stock Fund.
     Such cash  reserve  fund  shall be  limited  to the  amount  needed to meet
     current  requirements of the Plan to make cash withdrawals or disbursements
     under the Plan.
<PAGE>

5.5       Voting Rights in BOK Financial Corporation Common Stock

Shares of BOK Financial  Corporation Common Stock allocated to Members' Accounts
shall be voted by the Trustee only in accordance  with and upon  instructions of
the Member given on forms  provided for that purpose.  If a Member fails to give
the Trustee  written  directions  with regard to voting such shares,  the shares
will be voted by the Trustee in the same ratio as those  shares  credited to the
Accounts of Members who do give  instructions to the Trustee.  Written notice of
any right to vote such shares  shall be given by the Plan  Administrator  to all
Members and voting  instructions  received by Plan  Administrator  from  Members
shall be  transmitted  to the Trustee.  Any shares of BOK Financial  Corporation
Common Stock held in the Trust that are not allocated to the Account of a Member
shall not be voted.

The  Plan   Administrator   shall   establish   procedures   to  safeguard   the
confidentiality  of information  relating to the purchase,  sale,  holding,  and
exercise of voting and similar rights with respect to BOK Financial  Corporation
Common Stock. Where the Plan Administrator determines,  in its discretion,  that
the potential for undo Employer  influence exists over Members' exercise of such
rights,  it shall appoint an "independent  fiduciary" as described in Department
of Labor  Regulations  2550.404(c)-(d)(4)(ix)  to monitor  compliance with such
procedures.

5.6       Tender Offers for BOK Financial Corporation Common Stock

In the event a tender offer or exchange  offer is made  involving  shares of BOK
Financial  Corporation  Common Stock, the  Administrative  Committee may, in its
sole and absolute  discretion,  direct the Trustee to tender the shares owned by
the Plan in accordance  with the terms of such tender or exchange offer. If less
than all of the shares  tendered by the Plan are  accepted,  the  Trustee  shall
allocate proceeds proportionately among the Accounts of Members who are invested
in the BOK Financial Corporation Common Stock Fund as of the date of such tender
offer.
<PAGE>

Article 6.   Vesting in Accounts

6.1       Fully Vested Accounts

A Member shall at all times be fully vested and have a  nonforfeitable  interest
in the balances  credited to any  Before-Tax  Contributions  Account,  After-Tax
Contributions  Account,  BenePay  Contributions  Account,   Discretionary  Stock
Contributions Account, Qualified Nonelective Contributions Account, and Rollover
Contributions Account maintained for him under the Plan.

6.2       Vesting

(a)  5 Year  Vesting.  A Member's  vested  and  nonforfeitable  interest  in the
     balance credited to his Matching  Contributions  Account and  Discretionary
     Employer  Contributions  Account  shall be  determined  by reference to his
     completed Years of Service in accordance with the following schedule:

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

          Completed                   Vested
          Years of Service            Percentage
          --------------------------- ------------------------

          Less than 5 years           0%
          5 years or more             100%

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


(b)  Accelerated  Vesting.  Notwithstanding  the provisions of Section 6.2(a), a
     Member  shall be fully  vested and have a  nonforfeitable  interest  in the
     balance credited to his Matching  Contributions  Account and  Discretionary
     Employer Contributions Account if:

     (1)  He attains age 65 while an Employee;

     (2)  He dies or his  employment as an Employee is terminated as a result of
          a Disability while an Employee; or

     (3)  While he is an  Employee,  Contributions  to the  Plan are  completely
          discontinued  or the  Plan is  terminated,  or the  Plan is  partially
          terminated and such Member is affected by such partial termination.
<PAGE>

Article 7.   Distributions; Loans; Withdrawals

7.1       Distributions Upon Termination of Employment

Upon a Member's  termination of employment as an Employee for any reason,  there
shall be distributed to the Member,  or to his Beneficiary in case of his death,
the vested and  nonforfeitable  portion of the balance  credited to the Member's
Account. If the vested and nonforfeitable  portion of a Member's Account exceeds
$5,000  (or  such  higher  amount  as  may be  permitted  by  applicable  law or
regulation),  then such  distribution  shall not be made  (without  the Member's
consent)  at any time before the earlier of the  Member's  65th  birthday or the
Member's death.

7.2       Method of Distribution

The normal  form of benefit  payment  under the Plan shall be a single  lump sum
payment.  A Member may elect  either an  immediate  single lump sum payment or a
deferred single sum payment; provided, however, that the maximum deferral period
shall be five years  measured  from the end of the Plan Year in which the Member
terminated his employment as an Employee. In lieu of the normal form of payment,
a Member who terminates his employment as an Employee after his 65th birthday or
after  attaining his 60th  birthday and  completing 10 Years of Service shall be
entitled  to  elect  monthly,  quarterly,  semi-annual,  or  annual  installment
payments  to be paid  over a period  not to  exceed  10 years  from the  benefit
commencement   date.  A  Member  may,  by  written   notification  to  the  Plan
Administrator,  elect to  withdraw  the  remaining  value of his vested  Account
balance in a lump sum prior to the completion of the installment payment period.

All  distributions  shall be made in cash,  except to the  extent  that  in-kind
distribution  of certain  Investment  Funds  shall be allowed,  at the  Member's
election,   subject  to  minimum  share  limits  as   established  by  the  Plan
Administrator from time to time.

7.3       Timing of Distribution

(a)  Subject to the provisions of Section 7.1, distributions pursuant to Section
     7.1 shall be made to or with  respect to the Member as soon as  practicable
     following his termination of employment.

(b)  Following his  termination  of employment  but prior to attaining age 65, a
     Member   shall  be   entitled,   by  written   notification   to  the  Plan
     Administrator,  to receive or commence his  distribution in accordance with
     the methods of distribution described in Section 7.2.

(c)  Distribution  of a Member's  Account shall not commence later than the 60th
     day after the later to close of the Plan Year in which-

     (1)  he attains age 65,

     (2)  his termination of employment as an Employee occurs, or
<PAGE>

     (3)  he  attains  the 10th  anniversary  of the  date on which he  became a
          Participant under the Plan.

(d)  If a Member dies after his  termination  of  employment  as an Employee but
     prior to  receiving  distribution  of his  Account to which he is  entitled
     under this  Article 7, his Account  shall be  distributed  to the  Member's
     Beneficiary as soon as practicable after his death.

7.4       Required and Minimum Distribution Rules

Notwithstanding any other provision of this Article 7, the following  provisions
shall apply to Plan distributions:

(a)  In no event shall the  distribution  of a Member's  Account  commence later
     than the April 1 of the calendar year  following the calendar year in which
     the Member  attains age 70-1/2;  provided,  however,  that in the case of a
     Member who remains employed as an Employee and is not a 5 percent owner (as
     defined in Code section  416(i)(1)(B)(i)),  such distribution  shall not be
     required to be made prior to April 1 of the  calendar  year  following  the
     calendar year in which the Member retires.

(b)  If a Member dies prior to the payment of benefits,  the  Member's  benefits
     shall be distributed as soon as practicable  following the Member's  death,
     and, in any event, within five years of the Member's death.

(c)  In  addition  to  the  foregoing   provisions  of  this  Section  7.4,  all
     distributions  of or with respect to a Member's  benefits  shall be made in
     accordance   with  Code  section   401(a)(9)   (including  the  regulations
     thereunder), and the provisions of the Plan relating to the payment of such
     distributions  shall be  interpreted  and applied in  accordance  with Code
     section  401(a)(9).  The  provisions of such Code section  401(a)(9)  shall
     control over any  distribution  option or other provision of the Plan which
     is inconsistent with the provisions of Code section 401(a)(9).

7.5       Forfeitures

(a)  If a Member's  employment  as an Employee  terminates  and the value of the
     nonforfeitable  portion  of the  balance  credited  to his  Account  is not
     greater  than  $5,000  (or  such  higher  amount  as  may be  permitted  by
     applicable law or  regulation),  the Member shall receive a distribution of
     the value of the nonforfeitable portion of his Account and the value of the
     nonvested portion shall be treated as a forfeiture.

(b)  If a Member's  employment  as an Employee  terminates  and the value of the
     nonforfeitable  portion of the  balance  credited to his Account is greater
     than $5,000 (or such higher amount as may be permitted by applicable law or
     regulation), the Member may elect to receive a distribution of the value of
     the nonforfeitable  portion of his Account and the value of the forfeitable
     portion of such Account shall be treated as a forfeiture.
<PAGE>

(c)  If a Member receives a distribution pursuant to Section 7.5(a) or (b) which
     is less than the value of the Member's  Account and he is  reemployed by an
     Employer or Affiliate prior to incurring five  consecutive  One-Year Breaks
     in Service (as defined in Section  3.6(d)(3)),  any portion of such Account
     forfeited pursuant to Section 7.5(a) or (b) shall be restored if the Member
     repays to the Plan the full amount of his distribution. Such repayment must
     be made  prior to the  fifth  anniversary  of the  first  date on which the
     Member is subsequently reemployed by the Employer or Affiliate.  The source
     for  restoring  forfeitures  shall be first,  current  forfeitures,  and if
     insufficient,  an additional contribution by the Member's Employer.  Repaid
     distributions  and restored  forfeitures shall be invested in an Investment
     Fund or Funds designated by the Member.

(d)  If a Member incurs five consecutive  One-Year Breaks in Service (as defined
     in Section 3.6(d)(3)), or if Section 7.5(c) is applicable to the Member but
     he fails to make the  repayment  described  therein,  he shall  permanently
     forfeit the portion of his Account that was  forfeited  pursuant to Section
     7.5(a) or (b) at the time of his initial  termination of employment,  or if
     no amount was  forfeited  at such time,  he shall  permanently  forfeit the
     nonvested  portion  of  his  Account  at  the  time  he  incurs  such  five
     consecutive One-Year Breaks in Service.

7.6       Loans

An  "Eligible  Member" (as  defined in Section  7.6(b)) may make a loan from his
Account in  accordance  with the  provisions  of this  Section  7.6 and any loan
procedures  established  from time to time by the Plan  Administrator.  Any such
loan shall be subject to the following provisions of this Section 7.6:

(a)  Loans in General.  Loans under this  Section 7.6 shall only be available to
     an "Eligible Member" as defined in Section 7.6(b).  Each request for a loan
     shall be made in such manner as may be prescribed by the Plan Administrator
     from time to time, and shall be accompanied  by such  documentation  as the
     Plan Administrator may require for processing the loan request.  Subject to
     the further provisions of this Section 7.6, the Plan Administrator may from
     time to time adopt such rules  relating  to the terms,  conditions  and the
     making of loans as it deems  appropriate,  including,  without  limitation,
     rules limiting the number and frequency of the loans that may be made by an
     Eligible Member,  providing for a minimum loan amount,  providing for a fee
     for a loan, and governing the loan repayment procedures.
<PAGE>

(b)  Eligible Members.  The term "Eligible Member" shall mean a Member who is an
     Employee  on the date the loan is made or any other  Member who is a "party
     in  interest"  as defined in ERISA  Section  3(14) on the date on which the
     loan is made.  A loan to an Eligible  Member who is not an Employee  may be
     offered  on  different  terms and  conditions  than other  loans  where the
     differences  are based  solely on factors  that are legally  considered  by
     commercial  entities in the business of making similar  loans.  Pursuant to
     the Plan  Administrator's  written  administrative  rules,  regulations and
     procedures  (as provided  for in Section  7.6(a)),  the Plan  Administrator
     shall  determine the terms and conditions for such loans which may include,
     but shall not be limited to, charging an application fee, charging a higher
     interest rate, requiring a credit report and providing a payment method and
     schedule for loan repayments.

(c)  Amount of Loan.  The maximum  amount of an Eligible  Member's loan or loans
     under this Section 7.6 shall not exceed the lesser of:

     (1)  $50,000, reduced by the excess (if any) of-

          (A)  the highest  outstanding balance of the loan of such Member under
               the Plan during the one-year period ending on the date before the
               date on which a loan is made, over

          (B)  the outstanding balance of the loan of such Member under the Plan
               on the date on which such loan is made, or

     (2)  50% of the Eligible  Member's  vested Account  balance  (excluding any
          amounts  credited  to  such  Eligible  Members'   Discretionary  Stock
          Contributions  Account). All determinations of the maximum loan amount
          under  this  Section  7.6(d)  shall  be made as of the  date  any loan
          payment is to be made,  and such  maximum  amount  shall  reflect  any
          outstanding  loans  the  Eligible  Member  may have  under  any  other
          qualified  plan  maintained  by the  Employers or any  Affiliate.  The
          minimum amount of any loan shall be $1,000.

(d)  Term of Loan. The term for the repayment of any loan under this Section 7.6
     shall not be less than one year nor extend  beyond a five-year  period from
     the date of the loan; provided,  however,  that, if such loan is to be used
     to acquire a dwelling  unit which within a reasonable  period of time is to
     be used as the principal residence of the Eligible Member, then the maximum
     term for such loan shall be 25 years.

(e)  Interest  Rate.  All loans under this  Section 7.6 shall bear a  reasonable
     rate of interest  which provides the Plan with a return  commensurate  with
     the prevailing interest rate charged on similar commercial loans by persons
     in the business of lending money. Such interest rate shall be determined by
     the Plan Administrator in accordance with its written loan procedures,  and
     after giving due  consideration to those factors as may be prescribed under
     Section  408(b)(6)  of ERISA  or  other  applicable  law  with  respect  to
     establishing interest rates for loans under employee benefit plans.

(f)  Loan  Repayments.  All loan  repayments of principal and interest  shall be
     made in substantially  equal amounts (with such payments no less frequently
     than on a quarterly  basis) so as to permit the loan to be  amortized  over
     the term of the loan.
<PAGE>

(g)  Security  for  Loan.  The  outstanding  principal  balance  of and  accrued
     interest on any loan by an Eligible  Member  shall be secured by 50 percent
     of the vested balances  credited to his Account.  Where it deems necessary,
     the Plan  Administrator  may also  require the  Eligible  Member to provide
     additional security for the repayment of any loan. No loan shall be made or
     remain  outstanding  unless  the loan  amount (or the  outstanding  balance
     thereof) is adequately secured.

(h)  Default.  In the event an Eligible  Member  defaults  on a loan,  no actual
     foreclosure  shall  occur with  respect to funds in the  Eligible  Member's
     Before-Tax  Account which would cause a violation of the provisions of Code
     section  401(k)(2)(B)(i) (i.e., before an actual distribution could be made
     under the Plan).

(i)  Restriction  on Loans.  Notwithstanding  the  foregoing  provisions of this
     Section 7.6, the Plan  Administrator may limit loans,  deny loans,  declare
     moratoriums  on the  granting  of loans to Eligible  Members,  and make the
     necessary rules and regulations to implement this Section 7.6.

7.7       In-Service Withdrawals

A Member  may  make a  withdrawal  from  his  Accounts  in  accordance  with the
following provisions:

(a)  After-Tax  Contributions  Account. A Member may make a withdrawal of all or
     any portion of his unmatched After-Tax  Contributions Account, and earnings
     thereon,  at any time. A Member may make a withdrawal of all or any portion
     of his matched After-Tax  Contributions,  and earnings thereon,  only after
     such Contributions have been held by the Plan for at least 24 months.  Only
     one such withdrawal of a Member's matched After-Tax  Contributions shall be
     allowed in a Plan Year.  For  purposes of this  Section  7.7(a),  "matched"
     After-Tax  Contributions  shall mean that  portion of a Member's  After-Tax
     Contributions  that  was  necessary  to  obtain  a  Matching   Contribution
     described in Section 4.5;  "unmatched"  After-Tax  Contributions shall mean
     that portion of a Member's  After-Tax  Contributions that did not result in
     the receipt of any  Matching  Contributions  pursuant to Section  4.5.  For
     purposes of determining  whether a Member's  After-Tax  Contributions  were
     matched or  unmatched,  Matching  Contributions  shall always be attributed
     first to any Pre-Tax Contributions made by the Member.

(b)  Rollover  Contributions  Account.  A Member may make a withdrawal of all or
     any portion of his  Rollover  Contributions  Account at any time.  Only one
     such withdrawal  pursuant to this Section 7.7(b) shall be allowed in a Plan
     Year.
<PAGE>

(c)  BenePay  Contributions   Account,   Discretionary   Employer  Contributions
     Account,   Discretionary   Stock  Contributions   Account,   and  Qualified
     Nonelective  Contributions  Account.  No  withdrawals  are permitted from a
     Member's   BenePay   Contributions    Account,    Discretionary    Employer
     Contributions  Account,  Discretionary  Stock  Contributions  Account,  and
     Qualified Nonelective Contributions Account.

(d)  Age 59 1/2. A Member  may make a  withdrawal  of the entire  balance of his
     Before-Tax  Contributions  Account at any time  after age 59 1/2.  Only one
     such withdrawal  pursuant to this Section 7.7(d) shall be allowed in a Plan
     Year.

(e)  Financial Hardship.  Prior to age 59 1/2, a Member may make a withdrawal of
     all or any portion of his Before-Tax  Contributions  Account (but excluding
     earnings  allocated to such Account after December 31, 1988) and the vested
     portion  of his  Matching  Contributions  Account  only in the  event  of a
     Disability  (as defined in Section  2.1(i)) or a  "financial  hardship"  as
     provided in this Section 7.7(e).  Only one such withdrawal shall be allowed
     pursuant  to  this  Section  7.7(e)  in a Plan  Year.  A  Member  shall  be
     considered  to have a "financial  hardship"  if he incurs an immediate  and
     heavy  financial  need  and a  withdrawal  is  necessary  to  satisfy  such
     financial  need.  In applying the  "financial  hardship"  provisions in the
     immediately  preceding  sentence,  the provisions in Section  7.7(e)(1) and
     7.7(e)(2) shall apply to the  determination of such financial  hardship and
     the payment of such hardship withdrawal:

     (1)  The Member's hardship withdrawal shall be deemed to be made on account
          of an immediate and heavy  financial  need of the Member if it is made
          on account of one or more of the following situations:

          (A)  payment of "medical expenses"  (described in Code section 213(d))
               incurred by the Member or the Member's spouse or "dependents" (as
               defined in Code section 152);

          (B)  purchase,  excluding mortgage payments,  of a principal residence
               for the Member;

          (C)  payment of tuition and related  educational  fees for the next 12
               months of post-secondary  education for the Member,  the Member's
               spouse, children or dependents;

          (D)  payment to prevent the eviction of the Member from his  principal
               residence  or the  foreclosure  on the  mortgage of the  Member's
               principal residence;

          (E)  funeral expenses for a Member's spouse, child or dependent;
<PAGE>

          (F)  reduction   in  a   Member's   salary   due  to   the   corporate
               reorganization of the Member's Employer; or

          (G)  such other deemed  financial  needs as are published from time to
               time by the Commissioner of Internal Revenue.

     (2)  A  hardship  withdrawal  pursuant  to this  Section  7.7(e)  shall  be
          considered to be necessary to satisfy an immediate and heavy financial
          need of the  Member  only  if all of the  following  requirements  are
          satisfied:

          (A)  The  amount of the  Member's  withdrawal  shall be  limited to an
               amount which is not in excess of the amount of the  immediate and
               heavy  financial  need of the Member.  The amount of an immediate
               and heavy financial need may include any amounts necessary to pay
               any federal, state, or local income taxes or penalties reasonably
               anticipated to result from the distribution.

          (B)  The Member  shall not be eligible  to make a hardship  withdrawal
               pursuant  to this  Section  7.7(e)  unless the Member has already
               made a withdrawal pursuant to the other withdrawal  provisions of
               this  Section  7.7  and a loan  pursuant  to  Section  7.6 of all
               available   amounts   under  such  Sections  (or  he  makes  such
               withdrawal and loan at the time he makes his hardship  withdrawal
               under this Section 7.7(e)).

          (C)  If the  Member  makes  a  hardship  withdrawal  pursuant  to this
               Section  7.7(e),  such  Member  shall  not be  permitted  to make
               Before-Tax   Contributions   under   Section  4.2  or   After-Tax
               Contributions  under  Section 4.3 at any time during the 12-month
               period  from  the  date  he  receives  such  hardship  withdrawal
               payment. If such Member has an election in effect with respect to
               Before-Tax  or  After-Tax  Contributions  at  the  time  of  such
               withdrawal,  such election shall automatically be suspended as of
               the date of his hardship withdrawal payment.

          (D)  In applying the  Before-Tax  Contributions  limitation in Section
               4.10(a),  the limitation as applied to the Plan Year  immediately
               following the Plan Year in which the Member receives his hardship
               withdrawal   payment   shall  take  into   account  the  Member's
               Before-Tax  Contributions  for the Plan Year in which he received
               his hardship withdrawal payment.
<PAGE>

          The  requirements  and  conditions  of (A) through (D) of this Section
          7.7(e)(2)  shall only be considered to have been satisfied if they are
          satisfied with respect to the Plan and under the comparable provisions
          of any other plan  maintained by an Employer or Affiliate in which the
          Member   participates,   has   participated  or  becomes  eligible  to
          participate, with such provisions being applied in a manner consistent
          with the  applicable  requirements  in (B) through (D) of this Section
          7.7(e)(2). If provisions comparable to the requirements of (B) through
          (D) of  this  Section  7.7(e)(2)  are  applicable  with  respect  to a
          Member's  hardship  withdrawal  under any other plan  maintained by an
          Employer or  Affiliate,  the  requirements  of (B) through (D) of this
          Section 7.7(e)(2) shall be applicable to such Participant with respect
          to his participation under this Plan.

          For purposes of  financial  hardship  determinations  pursuant to this
          Section  7.7(e),  a  financial  need  shall  not  fail to  qualify  as
          immediate   and  heavy  merely   because  such  need  was   reasonably
          foreseeable or voluntarily  incurred by the Member. A Member's request
          for  a  hardship   withdrawal   under  this  Section  7.7(e)  must  be
          accompanied or supplemented by such evidence of financial  hardship as
          the Plan Administrator may reasonably require. Approval or disapproval
          of such withdrawal  request shall be within the sole discretion of the
          Plan Administrator.

(f)  Withdrawals in General.  All withdrawal  requests  pursuant to this Section
     7.7 shall be made in such manner as the Plan  Administrator  may  prescribe
     from time to time.  In addition,  withdrawals  pursuant to this Section 7.7
     shall be subject to and made in accordance  with such rules and  procedures
     as the Plan Administrator may prescribe from time to time,  including rules
     governing the withdrawal  and  allocation of withdrawal  payments among the
     Investment  Funds in which the Member's  Account is invested.  The value of
     the Member's funds  available for withdrawal  shall be determined as of the
     date on which his withdrawal request is made (or, in the case of a hardship
     withdrawal,  approved), and the value of the funds available for withdrawal
     shall  exclude  the  outstanding  balance  of any loan  made to the  Member
     pursuant  to the  provisions  of Section  7.6.  The  minimum  amount of any
     withdrawal shall be $500, or the Member's entire Account balance, if less.

7.8       Withholding Taxes

The  Employer  may  withhold  from a Member's  Compensation  and the Trustee may
withhold from any payment under this Plan any taxes required to be withheld with
respect to contributions or benefits under this Plan.

7.9       Direct Rollover Option

(a)  In General.  Notwithstanding  any provision of the Plan to the contrary,  a
     Distributee  may  elect  to  have  any  portion  of  an  Eligible  Rollover
     Distribution paid directly to an Eligible  Retirement Plan specified by the
     Distributee in a Direct Rollover.

(b)  Definitions.  In applying the provisions of Section  7.9(a),  the following
     definitions shall apply:

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

     (2)  "Distributee"  means a Member, a Member's  surviving  spouse,  and the
          Member's  spouse or former spouse who is the  alternate  payee under a
          qualified domestic relations order, as defined in Code section 414(p),
          with regard to the interest of the spouse or former spouse.

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

     (4)  "Eligible Rollover  Distribution" means any distribution of all or any
          portion of the balance of the  Distributee's  Account,  except that an
          Eligible Rollover Distribution does not include: any distribution that
          is one of a series of substantially  equal periodic payments (not less
          frequently  than annually)  made for the life (or life  expectancy) of
          the Distributee or the joint lives (or joint life expectancies) of the
          Distributee  and  Distributee's  designated  beneficiary,   or  for  a
          specified  period of ten years or more; any distribution to the extent
          such  distribution is required under Code section  401(a)(9);  and the
          portion of any  distribution  that is not  includible  in gross income
          (determined  without  regard  to  the  exclusion  for  net  unrealized
          appreciation with respect to employer securities).

(c)  Special  Requirements.  Direct  Rollovers  are  subject  to  the  following
     additional requirements:

     (1)  No amount shall be directly  rolled over  pursuant to this Section 7.9
          unless and until it would  otherwise be distributed to the Distributee
          and  all  consents  and  written   elections   required  to  make  the
          distribution have been obtained.  Nothing in this Section 7.9 shall be
          construed to permit a Distributee to select more than one of the forms
          of benefit described in Section 7.2 or elsewhere in the Plan.

     (2)  The Plan  Administrator  shall provide notice to each  Distributee who
          will receive an Eligible  Rollover  Distribution of the  Distributee's
          right to elect a Direct  Rollover  in  accordance  with  Code  section
          401(a)(31).  The Plan  Administrator  shall provide such notice at the
          time and in the manner required by regulations.

     (3)  The Distributee shall notify the Plan Administrator in writing by such
          deadline as the Plan  Administrator  shall prescribe whether or not he
          wishes to have any part of the Eligible Rollover Distribution directly
          rolled over. If the  Distributee  fails to elect a Direct  Rollover by
          the deadline  established by the Plan  Administrator,  then the entire
          amount of the  Eligible  Rollover  Distribution  shall be  distributed
          directly to the Distributee.
<PAGE>

     (4)  A Distributee may elect that the lowest of the following amounts shall
          be directly rolled over:

          (A)  the entire amount of the Eligible Rollover Distribution;

          (B)  such  portion  of  the  Eligible  Rollover  Distribution  as  the
               Distributee  specifies (in accordance  with rules  established by
               the Plan Administrator), provided that the amount directly rolled
               over is not less  than  $500 or such  higher  amount  as the Plan
               Administrator   may   prescribe  in   accordance   with  Treasury
               regulations; or

          (C)  no portion of the Eligible Rollover  Distribution if his Eligible
               Rollover Distributions during the year are reasonably expected to
               total less than $200.

     (5)  The  Distributee  may only  request a Direct  Rollover to one Eligible
          Retirement Plan.

     (6)  No amount will be directly  rolled over  pursuant to this  Section 7.9
          unless  the  Distributee  provides  the  Plan  Administrator,  by such
          deadline as the Plan Administrator  shall prescribe,  such information
          as it shall require:

          (A)  to  determine  that  the  amount  directly  rolled  over  will be
               received  by an  Eligible  Retirement  Plan that will  accept the
               Direct Rollover; and

          (B)  to make the Direct  Rollover  and make such reports and keep such
               records as are required under applicable law.

          The Plan  Administrator  may rely on all such information  provided by
          the  Distributee  and  shall  not  be  required  to  verify  any  such
          information.

     (7)  The Plan  Administrator  shall  select the manner in which to make the
          Direct Rollover.

     (8)  Any amount  directly  rolled over in accordance  with this Section 7.9
          shall be a  distribution  from  this  Plan  and  shall  discharge  any
          liability to the  Distributee  under this Plan to the same extent as a
          payment directly to the Distributee.
<PAGE>

7.10   Distribution on Sale of Subsidiary/Assets

In the event of the  disposition  by an  Employer  of  substantially  all of the
assets used in its  business or its  interest in a  subsidiary  to an  unrelated
company,  the Plan  Administrator  may  allow  any  Member  who  stays  with the
subsidiary  after the sale to  receive  a single  lump-sum  distribution  of his
entire Account from the Plan.  Any  distribution  pursuant to this  Section 7.10
shall be made in accordance with the provisions of Code section 401(k)(10),  and
in accordance with the provisions of Treas. Reg.  1.401(k)-1(d)(4)  establishing
the rules applicable to  distributions  upon the sale of assets or a subsidiary.
The Plan  Administrator  shall  instruct  the  Trustee  as to the making of Plan
distributions following any such sale.
<PAGE>

Article 8.   Limitations

8.1       Limitations on Before-Tax Contributions

(a)  In no event shall any Employer make  Before-Tax  Contributions  and BenePay
     Contributions (collectively referred to as Before-Tax Contributions in this
     Article  8) for any Plan Year that  would  result  in the  actual  deferral
     percentage  of the group of Highly  Compensated  Employees who are Eligible
     Employees  and  are   participating  or  are  eligible  to  participate  as
     Participants  exceeding the actual deferral  percentage of the group of all
     other of such Eligible Employees by more than the greater of-

     (1)  one and one-quarter times, or

     (2)  the lesser of (A) two times or (B) two percentage points.

     The deferral  percentage of each group of such  Eligible  Employees for any
     Plan Year shall be the  average of the ratios  (calculated  separately  for
     each  Eligible   Employee  in  each  such  group)  of  (i)  the  Before-Tax
     Contributions  made on behalf of each such Eligible  Employee for such Plan
     Year to (ii) such Eligible Employee's  Compensation for such Plan Year. The
     deferral percentage for each group and the ratio for each Eligible Employee
     in the group shall be calculated to the nearest 1/100 of 1 percent.

     The actual deferral  percentages for Highly Compensated  Employees shall be
     determined based on the current Plan Year  information;  while the deferral
     percentages for all other Eligible  Employees shall be determined  based on
     the information for the immediately preceding Plan Year; provided, however,
     that the Sponsor may elect to use current year  information for both groups
     in accordance with applicable regulations.

(b)  To the extent permitted by applicable  regulations,  the Plan Administrator
     may elect that the Employers will make Qualified Nonelective Contributions,
     as defined in Section  4.8,  that are treated as  Before-Tax  Contributions
     under the Plan when  applying the  deferral  percentage  test  described in
     Section 8.1(a). The Plan Administrator may also treat  Discretionary  Stock
     Contributions under Section 4.7, as Before-Tax Contributions under the Plan
     when applying the deferral  percentage test described in Section 8.1(a). No
     Qualified  Nonelective  Contributions or Discretionary  Stock Contributions
     shall be included under both Sections 8.1 and 8.2 for testing purposes.
<PAGE>

(c)  To the extent  necessary to conform to the  limitations in Section  8.1(a),
     the Plan  Administrator  shall reduce the Before-Tax  Contributions made on
     behalf  of the  Highly  Compensated  Employees.  Such  reduction  shall  be
     effected  by  reducing  Before-Tax  Contributions  made on behalf of Highly
     Compensated  Employees  (in the  order of their  Before-Tax  Contributions)
     beginning with the Highly Compensated Employees who made the largest dollar
     amounts of Before-Tax Contributions.

(d)  The Plan  Administrator  may implement the  reductions  necessary to comply
     with the limitations provided for in this Section 8.1 at periodic intervals
     throughout  each Plan Year and  following  the close of the Plan Year.  Any
     such  reduction in the  Before-Tax  Contributions  already  contributed  on
     behalf of any  Participant  shall be refunded to the Participant as soon as
     administratively  feasible,  as provided  under  rules  adopted by the Plan
     Administrator,  but  will be made at the  latest  before  the  close of the
     following  Plan  Year.  Such  rules may  provide  each  Active  Participant
     affected by a reduction  with an  opportunity to make a change with respect
     to his  Before-Tax  Contributions  election  at the  time  a  reduction  is
     applied,  and at  such  later  time  when  such  reductions  are no  longer
     necessary to comply with the  limitations  of this Section 8.1. A reduction
     pursuant to this  Section  8.1(d) which  results in a refund of  Before-Tax
     Contributions  already  contributed  under the Plan shall include with such
     refunded amounts any earnings allocable to such refunded amount through the
     end of the Plan Year.  Any such  refunded  earnings  shall be  computed  in
     accordance with a method established by the Plan Administrator that is used
     consistently for all Participants and for all refunded amounts for the Plan
     Year,  and is used by the  Plan  for  allocating  income  to  Participants'
     Accounts.

(e)  The amount of Before-Tax  Contributions  refunded to a Participant pursuant
     to this  Section  8.1 shall be  reduced  by the  amount  of any  Before-Tax
     Contributions  previously distributed to the Participant to comply with the
     limitations of Sections 8.1(a) and 8.4.
<PAGE>

(f)  The  determination  and treatment of the Before-Tax  Contributions  and the
     actual deferral  percentage of any Eligible Employee under this Section 8.1
     shall satisfy the special  provisions in this Section 8.1(f) and such other
     applicable  requirements  prescribed in Treasury  regulations.  An Eligible
     Employee shall include those Eligible  Employees whose  eligibility to make
     Before-Tax  Contributions  has been suspended because of an election not to
     participate,  a  distribution  or a loan and those  Eligible  Employees who
     cannot defer  because of the Code  section 415 limits on annual  additions.
     The deferral  percentage  of an Eligible  Employee who makes no  Before-Tax
     Contributions shall be zero. A Before-Tax  Contribution shall be taken into
     account under the actual  deferral  percentage test for a Plan Year only if
     it is withheld from the Eligible  Employee's  Compensation within that Plan
     Year,  allocated  to his Account as of a date within the Plan Year and paid
     to the Trust as provided in Section 4.12.  The actual  deferral  percentage
     for any Eligible Employee who is a Highly Compensated Employee for the Plan
     Year and who is eligible to have before-tax  contributions allocated to his
     accounts under two or more plans or arrangements maintained by the Employer
     or an Affiliate  (excluding  plans that cannot be permissively  aggregated)
     shall be determined as if all such before-tax contributions were made under
     a single arrangement.  Any before-tax  contributions made under two or more
     plans  maintained by the Employer or an Affiliate  which are aggregated for
     purposes of Code  sections  401(a)(4)  or 410(b)  (other than Code  section
     410(b)(2)(A)(ii)  are to be treated as made under a single plan. And if two
     or more plans are  permissively  aggregated  for  purposes of applying  the
     average  deferral  percentage  test then the aggregated  plans must satisfy
     Code sections 401(a)(4) and 410(b) as though they were a single plan.

8.2       Limitations on After-Tax Contributions and Matching Contributions

(a)  In no event shall After-Tax  Contributions  and Matching  Contributions for
     any Plan Year be made which would result in the contribution  percentage of
     the group of  Highly-Compensated  Employees who are Eligible  Employees and
     are participating or are eligible to participate as Participants  exceeding
     the  contribution  percentage  of the group of all  other of such  Eligible
     Employees by more than the greater of-

     (1)  one and one-quarter times, or

     (2)  the  lesser  of (A)  two  times  or (B)  two  percentage  points.  The
          contribution  percentage of each group of such Eligible  Employees for
          any  Plan  Year  shall  be  the  average  of  the  ratios  (calculated
          separately  for each Eligible  Employee in each such group) of (i) the
          After-Tax  Contributions and Matching  Contributions made on behalf of
          each such  Eligible  Employee for such Plan Year to (ii) such Eligible
          Employee's   Compensation   for  such  Plan  Year.  The   contribution
          percentage for each group and the ratio for each Eligible  Employee in
          the group shall be calculated to the nearest 1/100 of 1 percent.

     The  contribution  percentages  for Highly  Compensated  Employees shall be
     determined  based  on  the  current  Plan  Year   information,   while  the
     contribution  percentages for all other employees shall be determined based
     on the  information  for the  immediately  preceding  Plan Year;  provided,
     however,  that the Sponsor may elect to use current  year  information  for
     both groups.

(b)  To the extent permitted by applicable  regulations,  the Plan Administrator
     may elect that the Employers will make Qualified Nonelective Contributions,
     as defined in Section 4.8,  that are treated as After-Tax  and/or  Matching
     Contributions under the Plan when applying the contribution percentage test
     described  in  Section  8.2(a).  The  Plan  Administrator  may  also  treat
     Discretionary  Stock  Contributions  under  Section  4.7, as  After-Tax  or
     Matching  Contributions  under  the Plan  when  applying  the  contribution
     percentage  test  described in Section  8.2(a).  No  Qualified  Nonelective
     Contributions or Discretionary  Stock Contributions shall be included under
     both Section 8.1 and 8.2 for testing purposes.
<PAGE>

(c)  To the extent  necessary to conform to the  limitations in Section  8.2(a),
     the Plan  Administrator  shall reduce the After-Tax  Contributions  and the
     Matching  Contributions made on behalf of the Highly Compensated Employees.
     Such reductions shall be affected by reducing  After-Tax  Contributions and
     Matching Contributions made by or on behalf of Highly Compensated Employees
     (in order of their After-Tax Contribution or Matching Contribution amounts)
     beginning  with the Highly  Compensated  Employees who received the largest
     dollar amount of allocation of each Contribution.

(d)  The Plan  Administrator  may implement the  reductions  necessary to comply
     with the limitations provided for in this Section 8.2 at periodic intervals
     throughout  each Plan Year and  following  the close of the Plan Year.  Any
     such reduction with respect to After-Tax  Contributions already contributed
     under  the Plan on  behalf  of any  Participant  shall be  refunded  to the
     Participant. Any such reductions with respect to the Matching Contributions
     already made under the Plan on behalf of any  Participant  shall be paid to
     the Participant (to the extent he is vested) or treated as a forfeiture (to
     the extent forfeitable).  Such refunds or payments shall be made as soon as
     administratively  feasible, but will be made at the latest before the close
     of the following Plan Year. The reductions  provided for under this Section
     8.2(d)  shall  also be made in  accordance  with  such  rules  as the  Plan
     Administrator may provide from time to time, including rules similar to the
     rules  described  in Section  8.1(d)  relating to changes  with  respect to
     Before-Tax  Contributions  elections.  A reduction pursuant to this Section
     8.2(d)  which  results in a refund of After-Tax  Contributions  or Matching
     Contributions  already  contributed  under the Plan shall include with such
     refunded  amounts any earnings  allocable to such refunded  amounts through
     the end of the Plan Year.  Any such refunded  earnings shall be computed in
     accordance with a method established by the Plan Administrator that is used
     consistently for all Participants and for all refunded amounts for the Plan
     Year,  and is used by the  Plan  for  allocating  income  to  Participants'
     Accounts.  The reductions  provided under this Section 8.2(d) shall be made
     on the basis of the  respective  portions of such amounts  attributable  to
     each Highly Compensated Employee.
<PAGE>

(e)  The determination and treatment of the After-Tax Contributions and Matching
     Contributions  and  the  actual  contribution  percentage  of any  Eligible
     Employee  under this Section 8.2 shall  satisfy the special  provisions  of
     this Section 8.2(e) and such other  applicable  requirements  prescribed in
     Treasury regulations. An After-Tax Contribution shall be taken into account
     only if it is paid to the Trust during the Plan Year or within a reasonable
     period  after the Plan  Year to which it  relates.  Matching  Contributions
     shall be taken into account under the actual  contribution  percentage test
     for a Plan Year only if allocated to the Eligible  Employee's Account as of
     a date  within  the Plan  Year and paid to the Trust by the end of the 12th
     month following the close of the Plan Year. The contribution percentage for
     any  Eligible  Employee who is a Highly  Compensated  Employee for the Plan
     Year and who is eligible to have matching  contributions  and/or  after-tax
     employee contributions allocated to his accounts under two or more plans or
     arrangements  maintained by the Employer or an Affiliate  (excluding  plans
     that cannot be permissively  aggregated) shall be determined as if all such
     contributions  were  made  under a single  arrangement.  Any  after-tax  or
     matching  contributions  made  under two or more  plans  maintained  by the
     Employer or an Affiliate which are aggregated for purposes of Code sections
     401(a)(4) or 410(b)  (other than Code section  410(b)(2)(A)(ii))  are to be
     treated  as  made  under  a  single  plan.  And if two or  more  plans  are
     permissively   aggregated   for  purposes  of  applying  the   contribution
     percentage  test then the  aggregated  plans  must  satisfy  Code  sections
     401(a)(4) and 410(b) as though they were a single plan.

(f)  After any Before-Tax  Contributions are distributed pursuant to Section 8.1
     and any Matching  Contributions are distributed (or forfeited)  pursuant to
     Section  8.2,  the  rate  of any  Highly  Compensated  Employee's  Matching
     Contributions must satisfy the requirements of Code section 401(a)(4),  and
     any  such  Highly  Compensated  Employee's  Account  shall  be  reduced  by
     forfeiting  any  Matching   Contributions  and  attributable   earnings  as
     necessary to satisfy Code section 401(a)(4) nondiscrimination requirements.

8.3       Combination of Limitations; Multiple Use

The Plan  Administrator  may comply with the limitations of Sections 8.1 and 8.2
by combining  contributions  under the Plan with  contributions  under any other
defined  contribution  plan  maintained  by an  Employer or an  Affiliate.  Such
combination  shall  be  done  in  compliance  with  such  guidelines,   if  any,
established  by the  Secretary  of  the  Treasury.  In  addition,  the  deferral
percentage and  contribution  percentage test limitations of Sections 8.1(a) and
8.2(a)  shall be applied in  accordance  with the  provisions  of Code  sections
401(k)  and  401(m),  including  any  limitations  as may be  imposed  by  final
regulations  under  such  Code  sections  relating  to the  multiple  use of the
deferral percentage tests in Sections 8.1(a)(2) and 8.2(a)(2).

8.4       Limitations on Annual Account Additions

(a)  Annual Account Addition. "Annual Account Addition" means for any Member for
     any Plan Year, which shall also be the limitation year, the sum of-

     (1)  Employer  or  employee  contributions  made for him under any  defined
          contribution plan,  including excess contributions (as defined in Code
          section 401(k)(8)(B)),  excess aggregate  contributions (as defined in
          Code section  401(m)(6)(B)) and excess deferrals (as described in Code
          section 402(g)),  irrespective of whether such amounts are distributed
          or forfeited;

     (2)  Forfeitures allocated to him under any defined contribution plan; and

     (3)  Amounts described in Code sections 415(l)(1) and 419A(d)(2)  allocated
          to him.
<PAGE>

     "Any defined contribution plan" means all defined contribution plans of the
     Employers  and  Affiliates  considered  as one plan.  For  purposes of this
     Section 8.4, "Affiliate" shall have the meaning provided in Section 2.1(b),
     except that the phrase "more than 50%" shall be substituted  for the phrase
     "at least 80%" each place it appears in Code section 1563(a)(1). A Rollover
     Contribution  pursuant  to Section  4.9 shall not be  included as part of a
     Member's  Annual Account  Addition (nor shall any similar amounts under any
     other defined contribution plan).

(b)  Limitation.  A Member's Annual Account Addition for any Plan Year shall not
     exceed the lesser of-

     (1)  $30,000; or

     (2)  25 percent of the Member's Compensation.

     The limitation in Section 8.4(b)(2) shall not apply to (i) any contribution
     for medical benefits (within the meaning of Code section  419A(f)(2)) after
     separation from service which are treated as an Annual Account Addition, or
     (ii) any amount otherwise  treated as an Annual Account Addition under Code
     section 415(l)(1).

(c)  Additional Limitation For 1999. With respect only to the 1999 Plan Year, if
     a Member is covered both under any defined  contribution plan and under any
     defined  benefit  plan,  the sum of the defined  benefit plan  fraction (as
     defined  in Code  section  415(e)(2))  and the  defined  contribution  plan
     fraction  (as defined in Code section  415(e)(3))  for such Plan Year shall
     not exceed one. In calculating the defined contribution  fraction, the Plan
     Administrator may make the election described in Code section 415(e)(6). It
     is intended to reduce the benefits  payable under any defined  benefit plan
     to the extent  necessary to prevent the sum of such  fractions for any Plan
     Year from  exceeding  one  before  reducing  contributions  to any  defined
     contribution  plan.  "Any defined  benefit plan" means all defined  benefit
     plans of the Employers and Affiliates considered as one plan.

(d)  Reduction  in Annual  Account  Additions.  If in any Plan  Year a  Member's
     Annual Account  Addition  exceeds the limitation  determined  under Section
     8.4(b),  such excess  shall not be allocated to his accounts in any defined
     contribution  plan but shall be handled in the  following  manner and order
     until such excess is eliminated:

     (1)  His after-tax  contributions  or any part thereof shall be refunded to
          him;

     (2)  His portion of the before-tax  contributions  or any part thereof made
          on his behalf shall be refunded to him;

     (3)  His portion of the allocation of employer  matching  contributions  or
          any part thereof shall be placed in a suspense account; and
<PAGE>

     (4)  His portion of the  allocation  of any employer  contributions  (other
          than employer contributions described in Section 8.4(d)(2) and (d)(3))
          or any portion  thereof  shall be placed in a suspense  account.  Such
          reductions  shall be applied first to any other  defined  contribution
          plan,  and  thereafter to the Plan. If after the  application  of this
          Section 8.4(d), any amount is held in a suspense account,  such amount
          shall be used to reduce Employer  contributions for such Member in the
          next Plan Year and each  succeeding  Plan Year, if  necessary.  If the
          Member  becomes a Former  Participant,  any amounts held in a suspense
          account will then be applied to reduce future  Employer  contributions
          for all remaining  Members in the next Plan Year, and each  succeeding
          Plan Year, if necessary.  Any suspense account established pursuant to
          this  Section  8.4(d)  shall not share in the gains and  losses of the
          Trust Fund. If a suspense account is in existence for a Plan Year, all
          amounts in the suspense account must be allocated to the Member before
          any Employer or Participant  Contributions may be made to the Plan for
          such year.  Amounts held in a suspense  account may not be distributed
          to the Member.

     (e)  Code section 415. The  limitations  and provisions of this Section 8.4
          shall be applied in accordance with the provisions of Code section 415
          and the regulations issued thereunder,  which are hereby  incorporated
          by  reference  into  the  Plan.  In  addition,   the  limitations  and
          reductions  provided  for in this  Section  8.4  shall be  applied  in
          accordance  with such rules as the Plan  Administrator  may  prescribe
          from time to time to carry out the  provisions of this Section 8.4 and
          Code section 415,  including  any  transition  rules which are or have
          been  applicable  under Code section 415 resulting from the changes in
          the limitations provided thereunder.
<PAGE>

Article 9.   Investment of Accounts

9.1       Investments

(a)  Investments in General. All Contributions shall be paid over to the Trustee
     and shall be invested promptly by the Trustee as provided in this Article 9
     and in  accordance  with  the  terms  of the  Trust  Agreement.  Dividends,
     interest,  earnings,  proceeds  from  the  sale  or  tender  of  assets  or
     securities (except where a loan, withdrawal, or distribution is being made)
     and other income from the assets  credited to an  Investment  Fund shall be
     promptly reinvested in such Fund.

(b)  Investment in Investment Funds.  Contributions and all other funds credited
     to Member Accounts under the Plan shall be invested in the Investment Funds
     under the Plan in  accordance  with the  Member's  investment  elections in
     effect from time to time.

(c)  Member-directed Investments. The provisions in this Article 9 pertaining to
     Member-directed  investments are intended to qualify the Plan for exemption
     of the Plan, the Employers,  and the Plan  Administrator  for liability for
     investment  losses where a Member exercises  control over the assets in his
     Account  in  accordance  with  ERISA  Section  404(c)  and the  regulations
     thereunder.

(d)  Loans. Notwithstanding the foregoing provisions of this Section 9.1, in any
     case where a Member has made a loan of any portion of his Account  pursuant
     to the  Section  7.6,  the  Member  shall be  deemed to have  directed  the
     investment of the  outstanding  balance of such loan from time to time, and
     such balance shall be invested in such loan in accordance with the terms of
     the loan and the provisions of Section 7.6.

9.2       Investment Funds

The Plan shall  provide for  Investment  Funds for the  investment  of the funds
credited to Members' Accounts from time to time.

In  addition  to  or  in  lieu  of  the  initial   Investment  Funds,  the  Plan
Administrator  may also from time to time designate other Investment Funds to be
available for the investment of the funds credited to the Members' Accounts. The
Plan  Administrator  shall instruct and advise the Trustee and the Members as to
the addition or deletion of an Investment Fund,  including the effective date of
any such addition or deletion and any special provisions as may be applicable to
the investment  elections or transfers with respect to the Investment Funds. The
Plan Administrator shall designate the investment company,  insurance company or
other financial institution or institutions  (including the Trustee) responsible
for the  management  and  administration  of the investment of the funds of each
Investment  Fund. The Plan  Administrator  shall also establish such  investment
guidelines or directions as it may deem  appropriate  relating to the investment
management and  administration  of the Investment Funds. The investment of funds
in the Investment Fund shall also be subject to the investment provisions of the
Trust Agreement.
<PAGE>

9.3       Investment Elections for Contributions

Each Participant (or Eligible Employee,  if applicable) shall file with the Plan
Administrator an investment  election with respect to the Contributions  made by
or on behalf of such  Participant  (or Eligible  Employee)  under the Plan. Such
investment election shall be made in such manner as the Plan Administrator shall
prescribe  from  time  to  time.  The  Participant's  (or  Eligible  Employee's)
investment elections shall be subject to the following provisions:

(a)  Commencement of Active  Participation.  Whenever a Participant commences or
     recommences active  participation under the Plan as provided in Section 3.1
     or 3.2, such Participant  shall make his investment  election no later than
     the date on which he is to commence or  recommence  his status as an Active
     Participant. Such investment election shall be applicable to all subsequent
     Contributions  made on  behalf of such  Participant  under the Plan and the
     investment  election  shall  remain in  effect  so long as the  Participant
     continues  as an Active  Participant,  or until  such  Participant  makes a
     change  with  respect to the  investment  of his future  Contributions,  as
     provided in Section 9.3(c).

(b)  Rollover  Contributions.  Whenever  an Eligible  Employee  makes a Rollover
     Contribution either before or after he becomes an Active Participant,  such
     Eligible Employee shall make his investment election no later than the date
     on which his Rollover  Contribution  is made to the Plan.  Such  investment
     election shall be applicable with respect to the Rollover Contribution made
     by or on behalf of the Eligible Employee.

(c)  Change in  Investment  Elections.  An Active  Participant  may  change  his
     investment  elections in the manner prescribed by the Plan Administrator to
     be effective with respect to all future  Contributions made by or on behalf
     of such Active  Participant under the Plan. Such investment  election shall
     remain in effect so long as the Participant continues as a Participant,  or
     until the Participant  makes a change with respect to the investment of his
     future Contributions, as provided in this Section 9.3(c).

(d)  Electronic or Telephonic Changes. From time to time, the Plan Administrator
     may  authorize  the use of  electronic  or  telephonic  communications  for
     effecting changes in investment elections.
<PAGE>

Each time a Participant (or Eligible  Employee) makes an investment  election or
investment election change, he shall designate the percentage increments for the
investment of his  Contributions  among the  available  Investment  Funds.  Such
designation  shall  be in any  whole  percentage  increments,  unless  the  Plan
Administrator,  in its  discretion,  provides for investments in other specified
percentage  increments.   The  Contributions  made  by  or  on  behalf  of  each
Participant  (or  Eligible  Employee)  shall  be  invested  under  the  Plan  in
accordance  with the  investment  election he then has in effect with respect to
such Contributions.  Each such investment election shall also be applicable with
respect  to any  earnings  or other  income  attributable  to the  Contributions
subject to such investment election.

9.4       Investment Transfers

A Member may make an  investment  transfer  election with respect to the balance
credited to his Accounts.  Such  investment  transfer  election shall be made in
such manner as the Plan  Administrator may prescribe from time to time including
electronic or telephonic  communications,  and such investment transfer election
shall  become  effective  on  that  business  day,  or  as  soon  thereafter  as
administratively  practicable.  To effect an investment  transfer election,  the
Member shall  designate  the dollar  amounts or  percentage  increments  for the
investment of the balance  credited to his Accounts as of the effective  date of
his  election.  Such  designation  shall be in whole dollar  amounts or in whole
percentage increments unless the Plan Administrator, in its discretion, provides
for investments in other specified dollar amounts or percentage increments.  Any
loss in value or adverse consequences resulting from such transfers shall reduce
the value of the amount to be transferred,  as directed by the Member.  The Plan
Administrator may restrict,  delay or prohibit transfers in any Plan Year to the
extent the  effecting of such  transfers may tend to create  adverse  investment
results for one or more of the Funds.

9.5       Rules of Plan Administrator

The Plan  Administrator  shall  prescribe such rules and procedures from time to
time as deemed  appropriate  for investment  elections and investment  transfers
under the Plan.  The Plan  Administrator  may also from time to time provide for
limitations or restrictions applicable to specific  Contributions,  Accounts and
Investment Funds. The Plan Administrator may prescribe "default"  procedures for
the investment of the  Contributions  made by or on behalf of a Participant  (or
Eligible Employee) who fails to make an effective  investment  election pursuant
to Section 9.3(a) or (b). The Plan Administrator's rules and procedures relating
to investment  elections and investment  transfers  shall be  administered  in a
nondiscriminatory manner.
<PAGE>

Article 10.   Administration and Fiduciary Responsibilities

10.1      Duties and Powers of Plan Administrator

The Plan Administrator  shall be charged with the duty of administering the Plan
and it shall have such powers and  discretion,  as may be necessary to discharge
its  duties  under  the  Plan,  including,  but  not by way of  limitation,  the
following powers and duties:

(a)  to administer, interpret, and construe the Plan, in its sole discretion and
     to determine  all  questions  arising in  connection  therewith in its sole
     discretion;

(b)  to compute,  certify, and direct the Trustee with respect to the amount and
     the kind of benefits to which any Member shall be entitled hereunder;

(c)  to authorize  and direct the Trustee  with respect to all  nondiscretionary
     disbursements from the Trust;

(d)  to maintain all necessary records for the administration of the Plan;

(e)  to make and  publish  such  rules  for the  regulation  of this Plan as are
     consistent with the terms hereof;

(f)  to compute and certify to an Employer  and to the Trustee from time to time
     the sums of money  necessary or desirable  to be  contributed  to the Trust
     Fund;

(g)  to prepare and deliver all forms,  reports,  notices,  Plan summaries,  and
     Plan descriptions  required to be filed with any governmental  office or to
     be given to any Eligible Employee or Member;

(h)  to establish uniform  procedures for loans made available under Section 7.6
     of this Plan;

(i)  to appoint such agents, as it may deem necessary for the effective exercise
     of its duties,  and  delegate  to such  agents any powers and duties,  both
     ministerial  and   discretionary,   as  the  Plan  Administrator  may  deem
     appropriate;

(j)  to establish procedures,  correct defects, supply information, or reconcile
     any inconsistency in this Plan in such a manner and to such extent as shall
     be deemed  necessary  or  advisable  to carry out the purpose of this Plan;
     provided, however, that any procedure,  discretionary act or interpretation
     of this Plan shall be applied  uniformly  in a manner  consistent  with the
     intent that this Plan and Trust shall  continue to be  qualified  under the
     Code; and
<PAGE>

(k)  to adopt  and  establish  such  procedures,  records,  forms,  notices  and
     provisions  as necessary  to preserve  and  maintain any and all  benefits,
     rights and features provided participants under any qualified employee plan
     which may merge into the Plan,  to the extent  any such  benefit,  right or
     feature  is  required  by  Code  section   411(d)(6)  and  the  regulations
     promulgated,  thereunder to be preserved and maintained with respect to the
     accrued benefit of any participant as of the effective date of such merger;
     and

     (l)  to  employ  investment  advisors,   investment  managers,   investment
          counsel,  accountants,  appraisal  companies,  actuarial  consultants,
          public accountants,  legal counsel and other individuals to assist the
          Plan Administrator in the performance of their respective duties under
          the Plan.

The decision of the Plan  Administrator upon all matters within the scope of its
authority  shall be  conclusive  and  binding  on all  persons,  including  each
Employer, Member, Employee, Beneficiary and the Trustee.

10.2      Duties and Powers of Administrative Committee

The   Administrative   Committee   shall   have   the   following   duties   and
responsibilities under the Plan and it shall have such powers and discretion, as
may be necessary to discharge such duties:

(a)  to review and decide,  in its sole  discretion,  all claims filed under the
     claims review procedure set forth in Section 10.11 of the Plan;

(b)  to make the tender offer decisions  reserved to it under Section 5.6 of the
     Plan; and

(c)  to perform any other acts or duties  which are  delegated  to it in writing
     executed  by both the Plan  Administrator  and a majority of the members of
     the Administrative Committee.

The decision of the  Administrative  Committee upon all matters within the scope
of its authority shall be conclusive and binding on all persons,  including each
Employer, Member, Employee, Beneficiary and the Trustee.

10.3      Membership

The members of the Administrative Committee shall be appointed by the Sponsor in
accordance with procedures established by its Board of Directors. The membership
of the  Administrative  Committee  may be changed by the Sponsor at any time and
from time to time; provided,  however, that the Administrative  Committee at all
times  shall  consist  of not less than  three  individuals.  Any  member of the
Administrative  Committee may resign at any time by delivering a written  notice
of resignation to the Chief Executive Officer of the Sponsor. The members of the
Administrative  Committee  shall elect a Chairman  and a Secretary  who may, but
need not, be a member of the Administrative  Committee,  and may designate other
positions within the membership of the Administrative Committee.
<PAGE>

10.4   Voting

All actions of the  Administrative  Committee shall be determined by the vote or
other  affirmative  written  expression  of a  majority  of the  members  of the
Administrative  Committee,  except actions regarding withdrawals or loans, which
may be determined by the Chairman or his designee acting alone.  Any certificate
or other written  direction on behalf of the  Administrative  Committee shall be
signed  by the  Chairman  or such  other  individual  as shall be  granted  such
authority by the Chairman.

10.5      Compensation and Bonding

Members  of the  Administrative  Committee  shall  not be  entitled  to  receive
compensation  for their services as such, but shall be entitled to reimbursement
from the Employer for expenses  incurred in such  capacity.  The Employer  shall
provide a  fidelity  bond for each  member of the  Administrative  Committee  as
required by law. To the extent not insured  against by any applicable  insurance
policy, the Employer shall indemnify each member of the Administrative Committee
against any and all claims,  loss, damages,  expense, and liability arising from
any action or failure to act,  except when the same is judicially  determined to
be due to the gross negligence or willful misconduct of such member.

10.6      Employer to Furnish Information

Upon request of the Administrative  Committee,  each Employer shall furnish such
information as is in its possession that will aid the  Administrative  Committee
in the performance of its duties hereunder.

10.7      Records

All resolutions,  proceedings,  acts and  determinations  of the  Administrative
Committee  shall be  recorded  by the  Administrative  Committee  or  under  its
supervision,  and all such records, together with such documents and instruments
as may be necessary for the  administration  of the Plan,  shall be preserved in
the custody of the Administrative Committee.

10.8      Allocation of Fiduciary Responsibilities

The Plan Administrator,  Administrative  Committee,  Trustee,  and each Employer
shall be the  "named  fiduciaries"  of the  Plan as  required  by ERISA  section
402(a).  Each named  fiduciary  shall have only those specific  powers,  duties,
responsibilities, and obligations as are specifically given such fiduciary under
this  Plan.   This  Plan  allocates  to  each  named  fiduciary  the  individual
responsibility  for the  prudent  execution  of the  functions  assigned to such
person, and none of such  responsibilities or any other  responsibility shall be
shared  by  two  or  more  of  such  named   fiduciaries,   unless   such  joint
responsibility  shall be provided by a specific provision of this Plan. Whenever
one named fiduciary is required by this Plan to follow the directions of another
named  fiduciary,  the two  named  fiduciaries  shall not be deemed to have been
assigned a shared responsibility;  but the responsibility of the named fiduciary
giving the directions shall be deemed such person's sole responsibility, and the
responsibility  of the named fiduciary  receiving those  directions  shall be to
follow  them  insofar  as  such  instructions  are  not  expressly  contrary  to
applicable law.
<PAGE>

10.9      Payment of Expenses

All expenses of  administration of this Plan shall be paid out of the Trust Fund
unless paid by the Employer.  Such expenses shall include any expenses  incident
to the functioning of the Administrative  Committee,  including, but not limited
to, fees of  accountants,  counsel,  and other  specialists,  and other costs of
administering  this Plan.  Until paid, the expenses shall constitute a liability
of the Trust Fund.  However,  the Employer may  reimburse the Trust for any such
expenses and a  reimbursement  shall not be  considered a  contribution  to this
Plan.

10.10     Filing a Claim for Benefits

If a Member or Beneficiary does not receive the benefits which he believes he is
entitled to receive  under the Plan,  he may file a claim for benefits  with the
Administrative  Committee.  All  claims  shall be made in  writing  and shall be
signed by the claimant. If the claimant does not furnish sufficient  information
to  determine  the validity of the claim,  the  Administrative  Committee  shall
indicate to the claimant any additional information which is required.

10.11     Appeals from Denial of Claims

If any claim for  benefits  under the Plan is wholly or  partially  denied,  the
claimant  shall be given notice in writing of such denial within 60 days setting
forth the following information:

(a)  the specific reason or reasons for the denial;

(b)  specific reference to pertinent Plan provisions on which denial is based;

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

(d)  an explanation that a full and fair review by the Administrative  Committee
     of the  decision  denying the claim may be requested by the claimant or his
     authorized  representative  by filing  with the  Administrative  Committee,
     within 60 days after such notice has been received,  a written  request for
     such review; and

(e)  if such request is so filed, the claimant or his authorized  representative
     may review  pertinent  documents  and submit issues and comments in writing
     within the same 60 day period specified in subsection (d) above.

The decision of the  Administrative  Committee  shall be made promptly,  and not
later than 60 days after the Administrative  Committee's  receipt of the request
for  review,  unless  special  circumstances  require an  extension  of time for
processing, in which case the claimant shall be so notified and a decision shall
be rendered as soon as  possible,  but not later than 120 days after  receipt of
the request for review.
<PAGE>

The claimant shall be given a copy of the decision promptly.  The decision shall
be in writing and shall include specific reasons for the decision,  written in a
manner calculated to be understood by the claimant,  and specific  references to
the pertinent Plan provisions on which the decision is based. The final decision
of the Administrative Committee shall be conclusive and binding on all having or
claiming  to have an  interest  in the  claim  being  reviewed  and shall not be
reversed  by any court  unless  the  court  shall  find that the  Administrative
Committee's decision was arbitrary and capricious.

10.12     Indemnity for Liability

The Employer shall indemnify the members of the  Administrative  Committee,  and
each other fiduciary who is or was an Employee of the Employer,  against any and
all claims, losses, damages, expenses,  including counsel fees, incurred by said
fiduciaries  and any  liability,  including any amounts paid in settlement  with
approval of the Employer and the fiduciary,  arising from the fiduciary's action
or failure to act in connection with said fiduciary's  responsibility under this
Plan except when the same is  judicially  determined to be  attributable  to the
gross negligence or willful misconduct of such fiduciary.

10.13     Conflicts

No member of the Administrative Committee shall participate in any determination
by the  Administrative  Committee of his rights or benefits under the Plan; and,
in the event that the majority of the  remaining  members of the  Administrative
Committee are unable to come to a determination  of any such question,  the same
shall be determined  by the Chief  Executive  Officer of the Sponsor,  acting ex
officio.

10.14     Reliance on Information

The Plan Administrator and the Administrative Committee may rely absolutely upon
all  information  furnished  by the  Employers  or  any  Member,  provided  such
information  is  received  and  accepted  by  the  Plan   Administrator  or  the
Administrative   Committee  in  good  faith  as  true  and  accurate.  The  Plan
Administrator  or  Administrative  Committee may similarly  rely on  information
furnished by anyone employed in good faith by the Employer or by the Trustee for
the purpose for furnishing such information.

10.15     Beneficiary Designation

(a)  Each unmarried  Member may designate a Beneficiary or  Beneficiaries  under
     the Plan. He may, from time to time during his lifetime, on a form approved
     by and  filed  with the  Plan  Administrator,  change  his  Beneficiary  or
     Beneficiaries.  A Member's  marriage shall  automatically  revoke any prior
     Beneficiary designation.

(b)  The  Beneficiary of each Member who is married shall  automatically  be the
     surviving  spouse of such  Member,  unless  such  spouse had  consented  in
     writing to the designation of another  Beneficiary or  Beneficiaries.  Each
     married  Member  may,  from  time to  time,  change  his  designation  of a
     Beneficiary or Beneficiaries;  provided,  however,  that the Member may not
     change such designation without the written consent of his spouse. Any such
     written consent must satisfy the requirements of Section 10.15(e).
<PAGE>

(c)  The  Beneficiary  or  Beneficiaries  of a Member shall receive the benefits
     payable under the Plan in the event of the Member's death.  All Beneficiary
     designations,  and the written consents  provided for in Section  10.15(b),
     shall  be on  such  form  or  forms  as  may  be  prescribed  by  the  Plan
     Administrator.  No  Beneficiary  designation  shall  be  effective  for any
     purpose  until it has been  filed  with the Plan  Administrator  during the
     lifetime of the Member. On each Beneficiary  designation,  the Member shall
     name a  primary  Beneficiary  or  Beneficiaries  and may name a  contingent
     Beneficiary or Beneficiaries.

(d)  In  the  event  that  a  Member  fails  to  designate  a   Beneficiary   or
     Beneficiaries,  or if for any  reason  such  designation  shall be  legally
     ineffective,  or if  all  designated  Beneficiaries  predecease  him or die
     simultaneously  with him,  distribution  shall be made to the  executor  or
     administrator of the Member's estate.

(e)  The written  consent  described in Section  10.15(b) shall not be effective
     unless (i) the  spouse has  consented  in  writing  to the  designation  of
     another  Beneficiary or  Beneficiaries,  (ii) such  designation  designates
     another  Beneficiary or Beneficiaries (or a form of benefits) which may not
     be changed  without  written  spousal consent (or the consent of the spouse
     expressly  permits  designations  by the Member without any  requirement of
     further consent by the spouse), and (iii) the spouse's consent acknowledges
     the effect of such designation and is witnessed by a Plan representative or
     a  notary  public.  Such  consent  shall  not be  required  if  the  Member
     establishes to the satisfaction of the Plan Administrator that such consent
     may not be obtained  because there is no spouse,  because the spouse cannot
     be located or because of such other  circumstances  as the Secretary of the
     Treasury may prescribe by regulation.

10.16     Incompetency

Every person receiving or claiming benefits under the Plan shall be conclusively
presumed to be mentally competent until the date on which the Plan Administrator
receives a written  notice,  in a form and manner  acceptable  to it,  that such
person is  incompetent,  for whom a guardian or other person legally vested with
the care of his estate has been appointed;  provided,  however, that if the Plan
Administrator  shall find that any person to whom a benefit is payable under the
Plan is unable to care for his affairs  because of any  disability or infirmity,
any payment due  (unless a prior claim  therefor  shall have been made by a duly
appointed  legal  representative  of his estate)  may be paid to the  spouse,  a
child,  a parent,  or a brother or sister.  Any such  payment so made shall be a
complete  discharge of any  liability  therefor  under the Plan.  In the event a
guardian of the estate of any person  receiving or claiming  benefits  under the
Plan shall be appointed by a court of competent  jurisdiction,  benefit payments
may be made to such  guardian  provided  that proper  proof of  appointment  and
continuing  qualification  is furnished in a form and manner  acceptable  to the
Plan  Administrator.  Any such payment so made shall be a complete  discharge of
any liability therefor under the Plan.
<PAGE>

10.17     Information and Data for Benefits

All  persons  claiming   benefits  from  the  Plan  must  furnish  to  the  Plan
Administrator,   such   documents,   evidence,   or   information  as  the  Plan
Administrator  considers necessary or desirable for the purpose of administering
the Plan; and each such person must furnish such  information  promptly and sign
such  documents as the Plan  Administrator  may  reasonably  require  before any
benefits become payable from the Plan.

10.18     Missing Members or Beneficiaries

Each  Member  and  each   designated   Beneficiary   must  file  with  the  Plan
Administrator,  from time to time, in writing, such person's post office address
and each change of post office address.  Any communication,  statement or notice
addressed to a Member or designated  Beneficiary at the last post office address
of such person filed with the Plan Administrator or, if no address is filed with
the Plan  Administrator,  then, in the case of a Member, at the last post office
address of the Member as shown on the Employers' records, will be binding on the
Member and the  designated  Beneficiary  of such person for all  purposes of the
Plan.  None of the  Employers,  the Plan  Administrator  or the Trustee  will be
required  to search  for or locate a Member or  designated  Beneficiary.  In the
event that a Member or designated  Beneficiary cannot be located for a period of
two years from the  Member's  termination  of  employment  as an  Employee,  the
Member's  Account will be  allocated  among and credited to Accounts of Eligible
Employees (who are eligible to receive a Discretionary  Employer Contribution as
provided  in  Section  3.4)  in  the  same  manner  as  Discretionary   Employer
Contributions are allocated  pursuant to Section 4.5;  provided,  however,  that
such Account shall be reinstated if and when a claim for the forfeited amount is
subsequently made by the person entitled to payment or if the Plan Administrator
receives proof of death of such person satisfactory to the Plan Administrator.

10.19     No Enlargement of Employee Rights

Nothing  contained in this Plan shall give any Employee the right to be retained
in the service of an Employer or to  interfere  with the right of an Employer to
discipline, discharge or retire any Employee at any time.

10.20     Applicable Law

The Plan and all rights  hereunder shall be governed by and construed  according
to the laws of the  State of  Oklahoma  to the  extent  such  laws have not been
preempted by applicable Federal laws.

10.21     Internal Revenue Service Approval

It is the intention of the Sponsor to obtain a ruling or rulings by the District
Director of the Internal  Revenue  Service that the Plan, as in effect from time
to time, with respect to all Employers,  meets the  requirements of Code section
401(a).
<PAGE>

Severability

If a provision of the Plan shall be held illegal or invalid,  the  illegality or
invalidity  shall not affect the remaining  parts of the Plan and the Plan shall
be construed  and enforced as if the illegal or invalid  provision  had not been
included in the Plan.
<PAGE>

Article 11.   Trust Fund and Trustee

11.1      Establishment of Trust Fund

The  Sponsor  has entered  into a Trust  Agreement  with the Trustee in order to
implement  and carry out the  provisions of the Plan and to finance the benefits
provided for under the Plan. The Sponsor may amend or modify the Trust Agreement
in  accordance  with  the  terms of the  Trust  Agreement  from  time to time to
accomplish the purposes of the Plan.  Pursuant to the Trust  Agreement,  a Trust
Fund was created and is to be  maintained to carry out the purposes of the Plan,
and the funds held as part of the Trust Fund are to be  invested  in  accordance
with the terms of the Trust  Agreement  and,  where  applicable,  the Plan.  The
declaration of trust created under the Trust Agreement forms a part of the Plan.
The Employers shall make such Contributions to the Trust Fund as are required by
the provisions of the Plan, subject to the right of the Sponsor to amend, modify
or terminate the Plan at any time, and all benefits under the Plan shall be paid
from the Trust Fund.  All rights which may accrue to any Member,  Beneficiary or
other person under the Plan shall be subject to all the terms and  provisions of
the Plan and Trust Agreement.

11.2      Trustee

The Trustee of the Trust Fund shall be the Trustee  provided  for under the Plan
and the Trust Agreement as in effect from time to time, or any trust  instrument
substituted  for such Trust  Agreement.  The Trustee's  obligations,  duties and
responsibilities shall be governed by the terms of the Trust Agreement,  or such
other trust instrument as may be in effect, and, where applicable,  by the terms
of the Plan.

11.3      Rights in the Trust Fund

Members or any other  person  eligible for or claiming  benefits  under the Plan
shall  be  entitled  to look  only to the  Trust  Fund for the  payment  of such
benefits and shall have no claim against any Employer, the Plan Administrator or
any other  person.  No person shall have any right or interest in the Trust Fund
except as expressly  provided in the Plan.  Except to the extent,  if any,  that
Section 410 of ERISA may otherwise require, in no event shall the Employers,  or
any of their  officers,  directors,  or Employees be liable in their  individual
capacities to any person  whomsoever,  under the provisions of the Plan or Trust
Agreement.
<PAGE>

11.4      Nonreversion; Exclusive Benefit

The Trust Fund shall be used and applied only in accordance  with the provisions
of the Plan and Trust  Agreement,  to provide the  benefits  provided  under the
Plan. No Employers shall have any right,  title or interest in the assets of the
Trust Fund,  and no part of the corpus or income of the Trust Fund shall be used
for, or diverted to,  purposes  other than for the exclusive  benefit of Members
and their  Beneficiaries  and for the  payment  of the  reasonable  expenses  of
administering  the Plan and Trust,  except that if Contributions are made to the
Trust Fund by an Employer by a mistake of fact, then such  Contributions  may be
returned  to  such   Employer   within  one  year  after  the  payment  of  such
Contributions;  and if any part or all of the  Contributions are disallowed as a
deduction  under Code section  404,  then to the extent such  Contributions  are
disallowed as a deduction they may be returned to such Employer  within one year
after the disallowance;  provided,  however,  that any earnings  attributable to
Contributions  made by mistake of fact or disallowed  as a deduction  under Code
section  404 shall not be  returned  to the  Employer,  but losses  attributable
thereto must reduce the amount returned.

11.5      Nonalienation

Except as provided in Code section  401(a)(13),  neither benefits payable at any
time  under the Plan nor the corpus or income of the Trust Fund shall be subject
in any manner to alienation,  sale, transfer,  assignment,  pledge,  attachment,
garnishment,  or  encumbrance  of any  kind.  Any  attempt  to  alienate,  sell,
transfer,  assign,  pledge,  or  otherwise  encumber any such  benefit,  whether
presently or  thereafter  payable,  shall be void. No benefit nor the Trust Fund
shall in any manner be liable for or subject to the debts or  liabilities of any
Member or of any other person  entitled to any benefit.  The Plan  Administrator
shall establish  procedures to determine  whether domestic  relations orders are
"qualified domestic relations orders" and to administer distributions under such
qualified domestic relations orders.

11.6      Merger, Consolidation or Transfer

In the case of any merger or  consolidation  of the Plan with, or in the case of
any transfer of assets or  liabilities  of the Plan to or from,  any other plan,
each Member shall receive a benefit immediately after the merger, consolidation,
or transfer (if the Plan had then terminated)  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).
<PAGE>

Article 12.   Amendment and Termination

12.1      Amendment and Termination

(a)  Except as provided in Section  12.2(d),  the Sponsor does hereby  expressly
     and specifically reserve the sole and exclusive right at any time by action
     of the  Board  of  Directors  (or any  designated  officer  of the  Sponsor
     pursuant  to the  Board of  Directors  delegation)  to  amend,  modify,  or
     terminate the Plan.  The Sponsor's  right of  amendment,  modification,  or
     termination shall not be subject to the consent or concurrence of any other
     Employer,  the Trustee, any Member or any other interested party, nor shall
     such right be subject to any action by any other  Employer  notwithstanding
     that such  action by the  Sponsor may relate in whole or in part to persons
     in the employ of such Employer.

(b)  While each Employer  contemplates  carrying out the  provisions of the Plan
     indefinitely with respect to its Employees,  no Employer shall be under any
     obligation or liability  whatsoever to maintain the Plan for any minimum or
     other period of time.

(c)  Any action taken to amend,  modify or terminate the Plan shall be evidenced
     by a written instrument duly executed and/or certified by an officer of the
     Sponsor.  Any such instrument  evidencing an amendment to the Plan shall be
     delivered  by the Sponsor to the Plan  Administrator,  the Trustee and each
     other Employer.

(d)  Upon any  termination  of the Plan in its entirety,  or with respect to any
     Employer,  the  Sponsor  shall  give  written  notice  thereof  to the Plan
     Administrator, the Trustee, and any Employer involved.

(e)  Except as provided by law,  upon any  termination  of the Plan, no Employer
     with respect to whom the Plan is terminated  (including  the Sponsor) shall
     thereafter be under any obligation, liability, or responsibility whatsoever
     to make any contribution or payment to the Trust Fund, the Plan, any Member
     or any other person,  trust or fund whatsoever,  for any purpose whatsoever
     under or in connection with the Plan.

(f)  In the event the Plan is  terminated,  the Plan is partially  terminated or
     Contributions under the Plan are completely discontinued, the rights of all
     Members  (or in the case of a partial  termination,  the  Members  affected
     thereby) to the amounts  credited to their  Accounts  shall  continue to be
     fully vested and nonforfeitable.

12.2      Limitations on Amendments

The provisions of this Article 12 relating to amendments shall be subject to and
limited by the following restrictions:
<PAGE>

(a)  No  amendment  shall  operate  either  directly or  indirectly  to give any
     Employer  any  interest  whatsoever  in any funds or  property  held by the
     Trustee  under the terms the Plan, or to permit the corpus or income of the
     Trust to be used for or  diverted  to  purposes  other  than the  exclusive
     benefit  of  Members  or  the  payment  of  the   reasonable   expenses  of
     administering the Plan.

(b)  No such amendment  shall operate  either  directly or indirectly to deprive
     any Member of his vested and nonforfeitable interest as of the time of such
     amendment.

(c)  No amendment  shall change the rights,  duties or  responsibilities  of the
     Trustee under the Plan without its written consent.

(d)  Subject to the  foregoing  limits,  the Plan  Administrator  shall have the
     authority to amend the Plan (either  retroactively or  prospectively) as it
     deems   necessary  or  advisable   with  respect  to  the   operation   and
     administration  of the Plan that is within the scope of the  responsibility
     and  authority  of the Plan  Administrator  as  established  in Article 10,
     including any modification or amendments  necessary to comply with any laws
     or  regulations  to  qualify  as a  tax-exempt  Plan  and  Trust.  The Plan
     Administrator  shall not have the authority to amend the  principal  design
     characteristics  of the Plan, such authority being exclusively  reserved to
     the Board of Directors.

12.3      Effect of Bankruptcy and Other Contingencies Affecting an Employer

In the event an Employer  terminates  its  participation  in the Plan, or in the
event an  Employer  is  dissolved,  liquidated,  or shall by  appropriate  legal
proceedings be adjudged a bankrupt,  or in the event judicial proceedings of any
kind result in the involuntary dissolution of an Employer,  participation in the
Plan  shall  be  terminated   with  respect  to  such   Employer.   The  merger,
consolidation,  or  reorganization  of an Employer,  or the sale by it of all or
substantially  all of its  assets,  shall  not  terminate  the  Plan if there is
delivery to such Employer by the Employer's successor or by the purchaser of all
or  substantially  all  of  the  Employer's  assets,  of  a  written  instrument
requesting  that the successor or purchaser be substituted  for the Employer and
agreeing to perform all the provisions hereof which such Employer is required to
perform. Upon the receipt of said instrument,  with the approval of the Sponsor,
the successor or the purchaser  shall be substituted for such Employer under the
Plan, and such Employer  shall be relieved and released from any  obligations of
any kind,  character,  or description  herein or in any Trust Agreement  imposed
upon it.

12.4      Distributions on Plan Termination

In the event of the termination of the Plan in its entirety,  or with respect to
any Employer,  the Sponsor may prescribe,  or instruct the Plan Administrator to
prescribe,  a method  for  making  distributions  from the Plan  following  such
termination.   Such  method  of   distribution   may  provide  for   termination
distributions to be made as soon as practicable following such termination,  and
may permit the Members to elect the form and method of their  distributions.  If
such termination  distributions are not provided for, distributions and payments
shall be made to Members in accordance  with the provisions of Article 7. In any
such case, the Plan Administrator shall instruct the Trustee as to the making of
Plan distributions following any such Plan termination.
<PAGE>

Article 13.   Participation In and Withdrawal From the Plan by an Employer

13.1      Participation in the Plan

Any Affiliate  which desires to become a  participating  Employer under the Plan
may elect to become a party to the Plan and Trust Fund by adopting  the Plan for
the benefit of its Eligible  Employees,  effective  as of the date  specified in
such adoption instrument, by filing with the Plan Administrator a certified copy
of a resolution of its board of directors (or equivalent governing authority) to
that effect, and such other instruments as the Plan Administrator may require.

The  adoption  resolution  or decision  may contain  such  specific  changes and
variations in Plan or Trust  Agreement  terms and provisions  applicable to such
adopting   Employer  and  its  Employees  as  may  be  acceptable  to  the  Plan
Administrator and the Trustee. The adoption resolution or decision shall become,
as to such adopting organization and its employees,  a part of this Plan as then
amended or thereafter  amended and the related Trust Agreement.  It shall not be
necessary for the adopting organization to sign or execute the original Plan and
Trust Agreement  documents.  The coverage date of the Plan for any such adopting
organization shall be that stated in the resolution or decision of adoption, and
from and after such effective date, such adopting  organization shall assume all
the rights, obligations,  and liabilities of an Employer hereunder and under the
Trust  Agreement.  The control of the Sponsor  (including  the right to amend or
terminate the Plan and the Trust Agreement) and the administrative powers of the
Plan  Administrator,  as provided in the Plan and Trust Agreement,  shall not be
diminished by reason of the participation in the Plan of any adopting Employer.

13.2      Withdrawal from the Plan

Any  Employer,  other than the  Sponsor,  by action of its board of directors or
other governing body, may elect to withdraw from the Plan and Trust Agreement by
giving  90  days'   advance   written   notice  of  its  election  to  the  Plan
Administrator,  unless the Plan  Administrator  waives  such  advance  notice or
agrees  to  a  shorter  advance  notice  period.  Distributions  following  such
withdrawal  may be  implemented  through  continuation  of the  Trust  Fund,  or
transfer to another  trust fund exempt from tax under Code  section 501, or to a
group annuity contract qualified under Code section 401, or distributions may be
made as immediate  distributions  in accordance  with the directions of the Plan
Administrator;  provided,  however, that no such action shall direct any part of
the Trust Fund  relating  to the  Participants  of such  Employer to any purpose
other than the exclusive  benefit of the  Participants of such Employer,  or the
surviving  spouses  or  Beneficiaries  of  such   Participants,   prior  to  the
satisfaction  of all  benefit  liabilities  under the Plan with  respect  to the
Participants of such Employer.
<PAGE>

Article 14.   Top-Heavy Provisions

14.1      Application of Top-Heavy Provisions

(a)  Single Plan Determination.  Except as provided in Section 14.1(b)(2), if as
     of a Determination  Date, the sum of the amount of the Section 416 Accounts
     of Key Employees and the Beneficiaries of deceased Key Employees exceeds 60
     percent  of the amount of the  Section  416  Accounts  of all  Members  and
     Beneficiaries  (excluding former Key Employees),  the Plan is top-heavy and
     the provisions of this Article 14 shall become applicable.

(b)  Aggregation Group Determination.

     (1)  If as of a Determination Date the Plan is part of an Aggregation Group
          which is  top-heavy,  the  provisions  of this Article 14 shall become
          applicable.  Top-heaviness for the purpose of this Section  14.1(b)(1)
          shall be determined with respect to the Aggregation  Group in the same
          manner as described in Section 14.1(a).

     (2)  If the Plan is top-heavy  under Section  14.1(a),  but the Aggregation
          Group is not  top-heavy,  the Plan  shall  not be  top-heavy  and this
          Article 14 shall not be applicable.

(c)  Plan  Administrator.  The Plan Administrator  shall have  responsibility to
     make all calculations to determine whether the Plan is top-heavy.

14.2      Definitions

(a)  "Aggregation  Group" means the Plan and all other plans  maintained  by the
     Employers  and  Affiliates  which cover a Key  Employee  and any other plan
     which  enables a plan covering a Key Employee to meet the  requirements  of
     Code section  401(a)(4)  or 410. In  addition,  at the election of the Plan
     Administrator,  the Aggregation  Group may be expanded to include any other
     qualified  plan  maintained  by an Employer or Affiliate  if such  expanded
     Aggregation  Group meets the  requirements  of Code sections  401(a)(4) and
     410.

(b)  "Determination  Date"  means  the  last  day of the  Plan  Year immediately
     preceding the Plan Year for which  top-heaviness is to be determined or, in
     the case of the first  Plan  Year of a new plan,  the last day of such Plan
     Year.

(c)  "Key  Employee"  means a  Member  who  for the  Plan  Year  containing  the
     Determination Date or any of the four preceding Plan Years is-

     (1)  An officer of an Employer  or  Affiliate  who has annual  Compensation
          greater  than 50 percent of the  amount in effect  under Code  section
          415(b)(1)(A) for such Plan Year; provided,  however, that no more than
          the lesser of-
<PAGE>

          (A)  50 Employees, or

          (B)  the  greater  of (i) three  Employees  or (ii) 10  percent of all
               Employees,  shall be treated as officers, and such officers shall
               be those with the highest  annual  Compensation  in the five-year
               period;

     (2)  One of the ten Employees having annual Compensation from all Employers
          and  Affiliates  for such  Plan Year  greater  than the  dollar  limit
          specified  in Code  section  415(c)(1)(A)  and owning both more than a
          one-half  of 1  percent  interest  and  the  largest  interests  in an
          Employer or Affiliate;

     (3)  A 5 percent owner of an Employer or Affiliate; or

     (4)  A  1  percent  owner  of  an  Employer  or  Affiliate   having  annual
          Compensation of more than $150,000.

     Ownership shall be determined in accordance with Code section  416(i)(1)(B)
     and (C). For purposes of Section 14.2(c)(2), if two Employees have the same
     ownership  interest in an Employer or  Affiliate,  the Employee  having the
     greater  annual  Compensation  from the Employers and  Affiliates  shall be
     treated as having a larger interest.

(d)  "Section 416 Account" means-

     (1)  The  amount  credited  as of a  Determination  Date to a  Member's  or
          Beneficiary's  account,  under the Plan and under any other  qualified
          defined  contribution  plan  which  is  part of an  Aggregation  Group
          (including  amounts to be  credited as of the  Determination  Date but
          which have not yet been contributed);

     (2)  The  present  value of the  accrued  benefit  credited  to a Member or
          Beneficiary under a qualified defined benefit plan which is part of an
          Aggregation Group; and

     (3)  The amount of  distributions  to the Member or Beneficiary  during the
          five-year  period  ending  on  the  Determination  Date  other  than a
          distribution  which is a tax-free  rollover  contribution  (or similar
          transfer)  that is not initiated by the Member or that is  contributed
          to a plan which is maintained by an Employer or Affiliate; reduced by-

     (4)  The  amount of  rollover  contributions  (or  similar  transfers)  and
          earnings  thereon  credited  as of a  Determination  Date under a plan
          forming  part of an  Aggregation  Group  which  is  attributable  to a
          rollover   contribution   (or   similar   transfer)   accepted   after
          December 31, 1983, initiated by the Member and derived from a plan not
          maintained by an Employer or Affiliate.
<PAGE>

     The account of a Member who was a Key Employee and who  subsequently  meets
     none of the conditions of Section  14.2(c) for the Plan Year containing the
     Determination  Date is not a Section 416 Account and shall be excluded from
     all computations  under this Article 14.  Furthermore,  if a Member has not
     performed  any services  for an Employer or Affiliate  during the five year
     period ending on the  Determination  Date,  any account of such Member (and
     any accrued  benefit for such  Member)  shall not be taken into  account in
     computing top-heaviness under this Article 14.

14.3      Minimum Contribution

(a)  General.  If the Plan is determined to be top-heavy under the provisions of
     Section 14.1 with respect to a Plan Year, the sum of employer contributions
     (including   contributions   under  a  salary   reduction   agreement)  and
     forfeitures under all qualified defined contribution plans allocated to the
     accounts of each Member in the Aggregation  Group who is not a Key Employee
     (determined  without  regard to whether such Member  completed  any minimum
     Period of Service or made Before-Tax  Contributions for such Plan Year) and
     is an  Employee  on the last day of the Plan Year  shall not be less than 3
     percent  of such  Member's  Compensation.  This  Section  14.3 shall not be
     applicable  with  respect to a Member who is also  covered  under a defined
     benefit plan  maintained by an Employer or an Affiliate  which provides the
     benefit specified by Code section 416(c)(1).

(b)  Exception.  The  contribution  rate specified in Section  14.3(a) shall not
     exceed the percentage at which employer  contributions  and forfeitures are
     allocated  under the plans of the  Aggregation  Group to the account of the
     Key Employee for whom such percentage is the highest for the Plan Year. For
     the purpose of this Section  14.3(b),  the percentage for each Key Employee
     shall be determined by dividing the employer  contributions and forfeitures
     for the Key Employee by the amount of his total Compensation for the year.

14.4      Limit on Annual Additions: Combined Plan Limit

(a)  General.  If the Plan is  determined  to be top-heavy  under  Section 14.1,
     Section  8.4 of the Plan shall be applied by  substituting  1.0 for 1.25 in
     applying  the  provisions  of  Code  section  415(e)(2)  and  (e)(3).   The
     transitional  rule of Code  section  415(e)(6)(B)(i)  shall be  applied  by
     substituting "$41,500" for "$51,875."

(b)  Exception. Section 14.4(a) shall not be applicable if-

     (1)  Section 14.3 is applied by  substituting  "4 percent" for "3 percent,"
          and

     (2)  the Plan would not be top-heavy if "90 percent" is substituted for "60
          percent" in Section 14.1.
<PAGE>

(c)  Transitional Rule. If, but for this Section 14.4(c),  Section 14.4(a) would
     begin to apply with respect to the Plan, the application of Section 14.4(a)
     shall be suspended with respect to a Member so long as there are-

     (1)  no employer  contributions,  forfeitures,  or voluntary  nondeductible
          contributions allocated to such Member, and

     (2)  no accruals under a qualified defined benefit plan for such Member.

14.5      Top Heavy Vesting

If the Plan is determined to be top-heavy  under the  provisions of Section 14.1
with  respect to a Plan Year,  then  effective  as of the first day of such Plan
Year,  a Member's  vested  interest in his  Matching  Contributions  Account and
Discretionary   Employer   Contributions  Account  shall  be  fully  vested  and
nonforfeitable  after three Years of Service.  The vesting  requirements of this
Section  14.5  shall not apply to a Member  who does not have an Hour of Service
after the Plan becomes  top-heavy.  If in a subsequent  Plan Year the Plan is no
longer  top-heavy,  the  five  Years of  Service  vesting  requirement  shall be
reinstated;  provided,  however,  that any  portion of a Member-s  Account  that
vested  prior  to the  time of the Plan was no  longer  top-heavy  shall  remain
vested.

14.6      Collective Bargaining Agreements

The  requirements  of Section  14.3 shall not apply with respect to any Employee
included in a unit of  Employees  covered by a collective  bargaining  agreement
between  Employee  representatives  and an Employer or Affiliate  if  retirement
benefits  were the  subject  of good  faith  bargaining  between  such  Employee
representatives and such Employer or Affiliate.
<PAGE>


In Witness  Whereof,  Bank of Oklahoma,  N.A. has caused this  instrument  to be
executed  by  its  duly  authorized  officers  effective  as of the  1st  day of
January 1999.



                                            Bank of Oklahoma, N.A.

ATTEST:                 BY  /s/ Gerald L. Hollingsworth
                            ---------------------------
                            Gerald L. Hollingsworth
                            Vice President,
                            Manager of Compensation and Benefits

                        BY  /s/ Frederic Dorwart
                            ---------------------------
                            Frederic Dorwart
                            Secretary
                            Legal Counsel