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                                                                    EXHIBIT 10.3

                            LOS ALAMOS NATIONAL BANK
                          EMPLOYEE STOCK OWNERSHIP PLAN

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                                TABLE OF CONTENTS

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                                    ARTICLE I

                                   DEFINITIONS

                                   ARTICLE II

                                 ADMINISTRATION

2.1   POWERS AND RESPONSIBILITIES OF THE EMPLOYER ......................................  13
2.2   DESIGNATION OF ADMINISTRATIVE AUTHORITY ..........................................  14
2.3   ALLOCATION AND DELEGATION OF RESPONSIBILITIES ....................................  14
2.4   POWERS AND DUTIES OF THE ADMINISTRATOR ...........................................  14
2.5   RECORDS AND REPORTS ..............................................................  16
2.6   APPOINTMENT OF ADVISERS ..........................................................  16
2.7   PAYMENT OF EXPENSES ..............................................................  16
2.8   CLAIMS PROCEDURE .................................................................  16
2.9   CLAIMS REVIEW PROCEDURE ..........................................................  17

                                   ARTICLE III

                                   ELIGIBILITY

3.1   CONDITIONS OF ELIGIBILITY ........................................................  17
3.2   EFFECTIVE DATE OF PARTICIPATION ..................................................  17
3.3   DETERMINATION OF ELIGIBILITY .....................................................  18
3.4   TERMINATION OF ELIGIBILITY .......................................................  18
3.5   OMISSION OF ELIGIBLE EMPLOYEE ....................................................  18
3.6   INCLUSION OF INELIGIBLE EMPLOYEE .................................................  18
3.7   ELECTION NOT TO PARTICIPATE ......................................................  18
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                                   ARTICLE IV

                           CONTRIBUTION AND ALLOCATION

4.1   FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION ....................................  19
4.2   TIME OF PAYMENT OF EMPLOYER CONTRIBUTION .........................................  19
4.3   ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS..............................  19
4.4   MAXIMUM ANNUAL ADDITIONS .........................................................  23
4.5   ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS ........................................  25
4.6   DIRECTED INVESTMENT ACCOUNT ......................................................  26

                                    ARTICLE V

                          FUNDING AND INVESTMENT POLICY

5.1   INVESTMENT POLICY ................................................................  27
5.2   APPLICATION OF CASH ..............................................................  28
5.3   TRANSACTIONS INVOLVING COMPANY STOCK .............................................  28
5.4   LOANS TO THE TRUST ...............................................................  29

                                   ARTICLE VI

                                   VALUATIONS

6.1   VALUATION OF THE TRUST FUND ......................................................  31
6.2   METHOD OF VALUATION ..............................................................  31


                                   ARTICLE VII

                   DETERMINATION AND DISTRIBUTION OF BENEFITS

7.1   DETERMINATION OF BENEFITS UPON RETIREMENT ........................................  31
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7.2   DETERMINATION OF BENEFITS UPON DEATH..............................................  32
7.3   DETERMINATION OF BENEFITS IN EVENT OF DISABILITY .................................  33
7.4   DETERMINATION OF BENEFITS UPON TERMINATION........................................  33
7.5   DISTRIBUTION OF BENEFITS .........................................................  37
7.6   HOW PLAN BENEFIT WILL BE DISTRIBUTED .............................................  40
7.7   DISTRIBUTION FOR MINOR BENEFICIARY ...............................................  41
7.8   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN....................................  41
7.9   RIGHT OF FIRST REFUSALS ..........................................................  42
7.10  STOCK CERTIFICATE LEGEND..........................................................  43
7.11  PUT OPTION........................................................................  43
7.12  NONTERMINABLE PROTECTIONS AND RIGHTS .............................................  45
7.13  QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION...................................  45

                                  ARTICLE VIII

                                     TRUSTEE

8.1   BASIC RESPONSIBILITIES OF THE TRUSTEE ............................................  46
8.2   INVESTMENT POWERS AND DUTIES OF THE TRUSTEE.......................................  47
8.3   OTHER POWERS OF THE TRUSTEE.......................................................  48
8.4   VOTING COMPANY STOCK .............................................................  50
8.5   DUTIES OF THE TRUSTEE REGARDING PAYMENTS..........................................  51
8.6   TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES.....................................  52
8.7   ANNUAL REPORT OF THE TRUSTEE .....................................................  52
8.8   AUDIT ............................................................................  53
8.9   RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE....................................  53
8.10  TRANSFER OF INTEREST .............................................................  54
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8.11  DIRECT ROLLOVER ..................................................................  55

                                   ARTICLE IX

                       AMENDMENT, TERMINATION AND MERGERS

9.1   AMENDMENT.........................................................................  56
9.2   TERMINATION ......................................................................  56
9.3   MERGER OR CONSOLIDATION ..........................................................  57

                                    ARTICLE X

                                    TOP HEAVY

10.1  TOP HEAVY PLAN REQUIREMENTS ......................................................  57
10.2  DETERMINATION OF TOP HEAVY STATUS ................................................  57


                                   ARTICLE XI

                                  MISCELLANEOUS

11.1  PARTICIPANT'S RIGHTS .............................................................  61
11.2  ALIENATION .......................................................................  61
11.3  CONSTRUCTION OF PLAN .............................................................  62
11.4  GENDER AND NUMBER ................................................................  62
11.5  LEGAL ACTION .....................................................................  62
11.6  PROHIBITION AGAINST DIVERSION OF FUNDS............................................  62
11.7  BONDING ..........................................................................  62
11.8  EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE .......................................  63
11.9  INSURER'S PROTECTIVE CLAUSE ......................................................  63
11.10 RECEIPT AND RELEASE FOR PAYMENTS .................................................  63
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11.11 ACTION BY THE EMPLOYER ...........................................................  63
11.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY ...............................  64
11.13 HEADINGS .........................................................................  64
11.14 APPROVAL BY INTERNAL REVENUE SERVICE .............................................  64
11.15 UNIFORMITY .......................................................................  65
11.16 SECURITIES AND EXCHANGE COMMISSION APPROVAL ......................................  65
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                            LOS ALAMOS NATIONAL BANK
                          EMPLOYEE STOCK OWNERSHIP PLAN

            THIS AGREEMENT, hereby made and entered into this 17th day of
April, 1998, by and between Los Alamos National Bank (herein referred to as the
"Employer") and Los Alamos National Bank Trust (herein referred to as the
"Trustee").

                                   WITNESSETH:

            WHEREAS, the Employer heretofore established an Employee Stock
Ownership Plan and Trust effective January 1, 1989 (hereinafter called the
"Effective Date"), known as Los Alamos National Bank Employee Stock Ownership
Plan (herein referred to as the "Plan") in recognition of the contribution made
to its successful operation by its employees and for the exclusive benefit of
its eligible employees; and

            WHEREAS, under the terms of the Plan, the Employer has the ability
to amend the Plan, provided the Trustee joins in such amendment if the
provisions of the Plan affecting the Trustee are amended; and

            WHEREAS, contributions to the Plan will be made by the Employer and
such contributions made to the trust will be invested primarily in the capital
stock of the Employer;

            NOW, THEREFORE, effective January 1, 1998, except as otherwise
provided, the Employer and the Trustee in accordance with the provisions of the
Plan pertaining to amendments thereof, hereby amend the Plan in its entirety and
restate the Plan to provide as follows:

                                    ARTICLE I
                                   DEFINITIONS

     1.1    "Act" means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.

     1.2    "Administrator" means the Employer unless another person or entity
has been designated by the Employer pursuant to Section 2.2 to administer the
Plan on behalf of the Employer.

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

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     1.4    "Aggregate Account" means, with respect to each Participant, the
value of all accounts maintained on behalf of a Participant, whether
attributable to Employer or Employee contributions, subject to the provisions of
Section 10.2.

     1.5    "Anniversary Date" means December 31st.

     1.6    "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
7.2 and 7.5.

     1.7    "Code" means the Internal Revenue Code of 1986, as amended or
replaced from time to time.

     1.8    "Company Stock" means common stock issued by the Employer (or by a
corporation which is a member of the controlled group of corporations of which
the Employer is a member) which is readily tradeable on an established
securities market. If there is no common stock which meets the foregoing
requirement, the term "Company Stock" means common stock issued by the Employer
(or by a corporation which is a member of the same controlled group) having a
combination of voting power and dividend rights equal to or in excess of: (A)
that class of common stock of the Employer (or of any other such corporation)
having the greatest voting power, and (B) that class of common stock of the
Employer (or of any other such corporation) having the greatest dividend rights.
Noncallable preferred stock shall be deemed to be "Company Stock" if such stock
is convertible at any time into stock which constitutes "Company Stock"
hereunder and if such conversion is at a conversion price which (as of the date
of the acquisition by the Trust) is reasonable. For purposes of the preceding
sentence, pursuant to Regulations, preferred stock shall be treated as
noncallable if after the call there will be a reasonable opportunity for a
conversion which meets the requirements of the preceding sentence.

     1.9    "Company Stock Account" means the account of a Participant which is
credited with the shares of Company Stock purchased and paid for by the Trust
Fund or contributed to the Trust Fund.

     1.10   "Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401 (a) and all other payments
of compensation by the Employer (in the course of the Employer's trade or
business) for a Plan Year for which the Employer is required to furnish the
Participant a written statement under Code Sections 6041 (d), 6051 (a)(3) and
6052. Compensation must be determined without regard to any rules under Code
Section 3401 (a) that limit the remuneration included in wages based on the
nature or location of the employment or the services performed (such as the
exception for agricultural labor in Code Section 3401 (a)(2)).

            For purposes of this Section, the determination of Compensation
shall be made by:

                 (a)  excluding amounts which are contributed by the Employer
            pursuant to a salary reduction agreement and which are not
            includible in the gross income of the Participant under Code
            Sections 125, 402(e)(3),

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            402(h)(1)(B), 403(b) or 457(b), and Employee contributions described
            in Code Section 414(h)(2) that are treated as Employer
            contributions.

            For a Participant's initial year of participation, Compensation
shall be recognized for the entire Plan Year.

            Compensation in excess of $150,000 shall be disregarded. Such amount
shall be adjusted for increases in the cost of living in accordance with Code
Section 401(a)(17), except that the dollar increase in effect on January 1 of
any calendar year shall be effective for the Plan Year beginning with or within
such calendar year. For any short Plan Year the Compensation limit shall be an
amount equal to the Compensation limit for the calendar year in which the Plan
Year begins multiplied by the ratio obtained by dividing the number of full
months in the short Plan Year by twelve (12).

            If, in connection with the adoption of this amendment and
restatement, the definition of Compensation has been modified, then, for Plan
Years prior to the Plan Year which includes the adoption date of this amendment
and restatement, Compensation means compensation determined pursuant to the Plan
then in effect.

     1.11   "Contract" or "Policy" means any life insurance policy, retirement
income or annuity policy, or annuity contract (group or individual) issued
pursuant to the terms of the Plan.

     1.12   "Current Obligations" means Trust obligations arising from extension
of credit to the Trust and payable in cash within (1) year from the date an
Employer contribution is due.

     1.13   "Early Retirement Date." This Plan does not provide for a retirement
date prior to Normal Retirement Date.

     1.14   "Eligible Employee" means any Employee.

            Employees of Affiliated Employers shall not be eligible to
participate in this Plan unless such Affiliated Employers have specifically
adopted this Plan in writing.

     1.15   "Employee" means any person who is employed by the Employer or
Affiliated Employer. Employee shall include Leased Employees within the meaning
of Code Sections 414(n)(2) and 414(o)(2) unless such Leased Employees are
covered by a plan described in Code Section 414(n)(5) and such Leased Employees
do not constitute more than 20% of the recipient's non-highly compensated work
force.

     1.16   "Employer" means Los Alamos National Bank and any successor which
shall maintain this Plan; and any predecessor which has maintained this Plan.
The Employer is a corporation with principal offices in the State of New Mexico.

     1.17   "ESOP" means an employee stock ownership plan that meets the
requirements of Code Section 4975(e)(7) and Regulation 54.4975-11.

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     1.18   "Exempt Loan" means a loan made to the Plan by a disqualified
person or a loan to the Plan which is guaranteed by a disqualified person and
which satisfies the requirements of Section 2550. 408b-3 of the Department of
Labor Regulations, Section 54.4975-7(b) of the Treasury Regulations and Section
5.4 hereof.

     1.19   "Family Member" means, with respect to an affected Participant, such
Participant's spouse and such Participant's lineal descendants and ascendants
and their spouses, all as described in Code Section 414(q)(6)(B).

     1.20   "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan, including, but
not limited to, the Trustee, the Employer and its representative body, and the
Administrator.

     1.21   "Fiscal Year" means the Employer's accounting year of 12 months
commencing on January 1st of each year and ending the following December 31st.

     1.22   "Forfeiture" means that portion of a Participant's Account that is
not Vested, and occurs on the earlier of:

                 (a)  the distribution of the entire Vested portion of a
            Terminated Participant's Account, or

                 (b)  the last day of the Plan Year in which the Participant
            incurs five (5) consecutive 1-Year Breaks in Service.

            Furthermore, for purposes of paragraph (a) above, in the case of a
Terminated Participant whose Vested benefit is zero, such Terminated Participant
shall be deemed to have received a distribution of his Vested benefit upon his
termination of employment. Restoration of such amounts shall occur pursuant to
Section 7.4(g)(2). In addition, the term Forfeiture shall also include amounts
deemed to be Forfeitures pursuant to any other provision of this Plan.

     1.23   "Former Participant" means a person who has been a Participant, but
who has ceased to be a Participant for any reason.

     1.24   "415 Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments
of compensation by the Employer (in the course of the Employer's trade or
business) for a Plan Year for which the Employer is required to furnish the
Participant a written statement under Code Sections 6041(d), 6051(a)(3) and
6052. "415 Compensation" must be determined without regard to any rules under
Code Section 3401(a) that limit the remuneration included in wages based on the
nature or location of the employment or the

                                        4
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services performed (such as the exception for agricultural labor in Code Section
3401(a)(2)).

            For Plan Years beginning after December 31,1997, for purposes of
this Section, the determination of "415 Compensation" shall be made by including
amounts which are contributed by the Employer pursuant to a salary reduction
agreement and which are not includible in the gross income of the Participant
under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee
contributions described in Code Section 4l4(h)(2) that are treated as Employer
contributions.

            If, in connection with the adoption of this amendment and
restatement, the definition of "415 Compensation" has been modified, then, for
Plan Years prior to the Plan Year which includes the adoption date of this
amendment and restatement, "415 Compensation" means compensation determined
pursuant to the Plan then in effect.

     1.25   "Highly Compensated Employee" means an Employee described in Code
Section 414(q) and the Regulations thereunder, and generally means an Employee
who performed services for the Employer during the "determination year" and is
in one or more of the following groups:

                 (a)  Employees who at any time during the "determination year"
            or "look-back year" were "five percent owners" as defined in Section
            1.30(c).

                 (b)  Employees who received "415 Compensation" during the
            "look-back year" from the Employer in excess of $80,000.

            The "determination year" shall be the Plan Year for which testing is
being performed, and the "look-back year" shall be the immediately preceding
twelve-month period. However, for purposes of (b) above, the "look-back year"
shall be the calendar year beginning within the twelve-month period immediately
preceding the "determination year."

            Notwithstanding the above, for the first Plan Year beginning after
December 31,1996, the "look-back year" shall be the calendar year ending with or
within the Plan Year for which testing is being performed, and the
"determination year" (if applicable) shall be the period of time, if any, which
extends beyond the "look-back year" and ends on the last day of the Plan Year
for which testing is being performed (the "lag period").

            For purposes of this Section, the determination of "415
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions. Additionally, the
dollar threshold amount specified in (b) above shall be adjusted at such time
and in the same manner as under Code Section 415(d), except that the base period
shall be the calendar quarter ending September 30, 1996. In the case of such an
adjustment, the dollar limit which shall be applied is the limit for the
calendar year in which the "look-back year" begins.

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            In determining who is a Highly Compensated Employee, Employees who
are non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employees. Additionally, all Affiliated Employers shall be taken into account as
a single employer and Leased Employees within the meaning of Code Sections
414(n)(2) and 4l4(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are not
covered in any qualified plan maintained by the Employer. The exclusion of
Leased Employees for this purpose shall be applied on a uniform and consistent
basis for all of the Employer's retirement plans. Highly Compensated Former
Employees shall be treated as Highly Compensated Employees without regard to
whether they performed services during the "determination year."

     1.26   "Highly Compensated Former Employee" means a former Employee who had
a separation year prior to the "determination year" and was a Highly Compensated
Employee in the year of separation from service or in any "determination year"
after attaining age 55. Notwithstanding the foregoing, an Employee who separated
from service prior to 1987 will be treated as a Highly Compensated Former
Employee only if during the separation year (or year preceding the separation
year) or any year after the Employee attains age 55 (or the last year ending
before the Employee's 55th birthday), the Employee either received "415
Compensation" in excess of $50,000 or was a "five percent owner." For purposes
of this Section, "determination year," "415 Compensation" and "five percent
owner" shall be determined in accordance with Section 1.25. Highly Compensated
Former Employees shall be treated as Highly Compensated Employees. The method
set forth in this Section for determining who is a "Highly Compensated Former
Employee" shall be applied on a uniform and consistent basis for all purposes
for which the Code Section 414(q) definition is applicable.

     1.27   "Highly Compensated Participant" means any Highly Compensated
Employee who is eligible to participate in the Plan.

     1.28   "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties (these hours will be credited to the Employee for
the computation period in which the duties are performed); (2) each hour for
which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, lay-off, military duty
or leave of absence) during the applicable computation period (these hours will
be calculated and credited pursuant to Department of Labor regulation
2530.200b-2 which is incorporated herein by reference); (3) each hour for which
back pay is awarded or agreed to by the Employer without regard to mitigation of
damages (these hours will be credited to the Employee for the computation period
or periods to which the award or agreement pertains rather than the computation
period in which the award, agreement or payment is made). The same Hours of
Service shall not be credited both under (1) or (2), as the case may be, and
under (3).

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            Notwithstanding the above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable worker's compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.

            For purposes of this Section, a payment shall be deemed to be made
by or due from the Employer regardless of whether such payment is made by or due
from the Employer directly, or indirectly through, among others, a trust fund,
or insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.

            For purposes of this Section, Hours of Service will be credited for
employment with other Affiliated Employers. The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

     1.29   "Investment Manager" means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.

     1.30   "Key Employee" means an Employee as defined in Code Section 416(i)
and the Regulations thereunder. Generally, any Employee or former Employee (as
well as each of his Beneficiaries) is considered a Key Employee if he, at any
time during the Plan Year that contains the "Determination Date" or any of the
preceding four (4) Plan Years, has been included in one of the following
categories:

                 (a)  an officer of the Employer (as that term is defined within
            the meaning of the Regulations under Code Section 416) having annual
            "415 Compensation" greater than 50 percent of the amount in effect
            under Code Section 415(b)(1)(A) for any such Plan Year.

                 (b)  one of the ten employees having annual "415 Compensation"
            from the Employer for a Plan Year greater than the dollar limitation
            in effect under Code Section 415(c)(1)(A) for the calendar year in
            which such Plan Year ends and owning (or considered as owning within
            the meaning of Code Section 318) both more than one-half percent
            interest and the largest interests in the Employer.

                 (c)  a "five percent owner" of the Employer. "Five percent
            owner" means any person who owns (or is considered as owning within
            the

                                        7
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            meaning of Code Section 318) more than five percent (5%) of the
            outstanding stock of the Employer or stock possessing more than five
            percent (5%) of the total combined voting power of all stock of the
            Employer or, in the case of an unincorporated business, any person
            who owns more than five percent (5%) of the capital or profits
            interest in the Employer. In determining percentage ownership
            hereunder, employers that would otherwise be aggregated under Code
            Sections 414(b), (c), (m) and (o) shall be treated as separate
            employers.

                 (d)  a "one percent owner" of the Employer having an annual
            "415 Compensation" from the Employer of more than $150,000. "One
            percent owner" means any person who owns (or is considered as owning
            within the meaning of Code Section 318) more than one percent (1%)
            of the outstanding stock of the Employer or stock possessing more
            than one percent (1%) of the total combined voting power of all
            stock of the Employer or, in the case of an unincorporated business,
            any person who owns more than one percent (1%) of the capital or
            profits interest in the Employer. In determining percentage
            ownership hereunder, employers that would otherwise be aggregated
            under Code Sections 414(b), (c), (m) and (o) shall be treated as
            separate employers. However, in determining whether an individual
            has "415 Compensation" of more than $150,000, "415 Compensation"
            from each employer required to be aggregated under Code Sections
            414(b), (c), (m) and (o) shall be taken into account.

            For purposes of this Section, the determination of "415
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

     1.31   "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.

     1.32   "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such services are of a type historically performed by employees in the
business field of the recipient employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient employer. A Leased Employee shall not be considered an Employee of the
recipient:

                 (a)  if such employee is covered by a money purchase pension
            plan providing:

                                        8
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                 (1)  a non-integrated employer contribution rate of at least
                 10% of compensation, as defined in Code Section 415(c)(3), but
                 including amounts which are contributed by the Employer
                 pursuant to a salary reduction agreement and which are not
                 includible in the gross income of the Participant under Code
                 Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and
                 Employee contributions described in Code Section 414(h)(2) that
                 are treated as Employer contributions.

                 (2) immediate participation; and

                 (3) full and immediate vesting; and

                 (b) if Leased Employees do not constitute more than 20% of the
            recipient's non-highly compensated work force.

     1.33   "Non-Highly Compensated Participant" means any Participant who is
neither a Highly Compensated Employee nor a Family Member. However, for the Plan
Year prior to the first Plan Year of this amendment and restatement, for the
purposes of Section 4.5(a) if the prior year testing method is used, a
Non-Highly Compensated Participant shall be determined using the definition of
highly compensated employee in effect for the preceding Plan Year.

     1.34   "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

      1.35  "Normal Retirement Age" means the Participant's 65th birthday. A
Participant shall become fully Vested in his Participant's Account upon
attaining his Normal Retirement Age.

     1.36   "Normal Retirement Date" means the first day of the month coinciding
with or next following the Participant's Normal Retirement Age.

      1.37  "1-Year Break in Service" means the applicable computation period
during which an Employee has not completed more than 500 Hours of Service with
the Employer. Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.

            "Authorized leave of absence" means an unpaid, temporary cessation
from active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason.

            A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31,1984, an absence from work for any period by reason
of the Employee's pregnancy, birth of the Employee's child, placement of a child
with the Employee in connection with the adoption of such child, or any absence
for the purpose of caring for such child for a period immediately following such
birth or placement. For this

                                        9
<Page>

purpose, Hours of Service shall be credited for the computation period in which
the absence from work begins, only if credit therefore is necessary to prevent
the Employee from incurring a 1-Year Break in Service, or, in any other case, in
the immediately following computation period. The Hours of Service credited for
a "maternity or paternity leave of absence" shall be those which would normally
have been credited but for such absence, or, in any case in which the
Administrator is unable to determine such hours normally credited, eight (8)
Hours of Service per day. The total Hours of Service required to be credited for
a "maternity or paternity leave of absence" shall not exceed 501.

     1.38   "Other Investments Account" means the account of a Participant which
is credited with his share of the net gain (or loss) of the Plan, Forfeitures
and Employer contributions in other than Company Stock and which is debited with
payments made to pay for Company Stock.

     1.39   "Participant" means any Eligible Employee who participates in the
Plan and has not for any reason become ineligible to participate further in the
Plan.

     1.40  "Participant Direction Procedures" means such instructions,
guidelines or policies, the terms of which are incorporated herein, as shall be
established pursuant to Section 4.6 and observed by the Administrator and
applied to Participants who have Participant Directed Accounts.

     1.41   "Participant's Account" means the account established and maintained
by the Administrator for each Participant with respect to his total interest in
the Plan and Trust resulting from the Employer contributions.

     1.42  "Participant's Directed Account" means that portion of a
Participant's interest in the Plan with respect to which the Participant has
directed the investment in accordance with the Participant Direction Procedure.

     1.43  "Plan" means this instrument, including all amendments thereto.

     1.44  "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December 31st.

     1.45   "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.

     1.46   "Retired Participant" means a person who has been a Participant, but
who has become entitled to retirement benefits under the Plan.

     1.47   "Retirement Date" means the date as of which a Participant retires
for reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date or Late Retirement Date (see
Section 7.1).

     1.48   "Super Top Heavy Plan" means a plan described in Section 10.2(b).

                                       10
<Page>

     1.49   "Terminated Participant" means a person who has been a Participant,
but whose employment has been terminated other than by death, Total and
Permanent Disability or retirement.

     1.50   "Top Heavy Plan" means a plan described in Section 10.2(a).

     1.51   "Top Heavy Plan Year" means a Plan Year during which the Plan is a
Top Heavy Plan.

     1.52   "Top Paid Group" means the top 20 percent of Employees who performed
services for the Employer during the applicable year, ranked according to the
amount of "415 Compensation" (determined for this purpose in accordance with
Section 1.25) received from the Employer during such year. All Affiliated
Employers shall be taken into account as a single employer, and Leased Employees
within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered
Employees unless such Leased Employees are covered by a plan described in Code
Section 414(n)(5) and are not covered in any qualified plan maintained by the
Employer. Employees who are non-resident aliens and who received no earned
income (within the meaning of Code Section 911 (d)(2)) from the Employer
constituting United States source income within the meaning of Code Section
861(a)(3) shall not be treated as Employees. Additionally, for the purpose of
determining the number of active Employees in any year, the following additional
Employees shall also be excluded; however, such Employees shall still be
considered for the purpose of identifying the particular Employees in the Top
Paid Group:

                 (a)  Employees with less than six (6) months of service;

                 (b)  Employees who normally work less than 17 1/2 hours per
            week;

                 (c)  Employees who normally work less than six (6) months
            during a year; and

                 (d)  Employees who have not yet attained age 21.

            In addition, if 90 percent or more of the Employees of the Employer
are covered under agreements the Secretary of Labor finds to be collective
bargaining agreements between Employee representatives and the Employer, and the
Plan covers only Employees who are not covered under such agreements, then
Employees covered by such agreements shall be excluded from both the total
number of active Employees as well as from the identification of particular
Employees in the Top Paid Group.

            The foregoing exclusions set forth in this Section shall be applied
on a uniform and consistent basis for all purposes for which the Code Section
414(q) definition is applicable.

     1.53   "Total and Permanent Disability" means a physical or mental
condition of a Participant resulting from bodily injury, disease, or mental
disorder which renders him incapable of continuing his usual and customary
employment with the Employer. The

                                       11
<Page>

disability of a Participant shall be determined by a licensed physician chosen
by the Administrator. The determination shall be applied uniformly to all
Participants.

     1.54   "Trustee" means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.

     1.55   "Trust Fund" means the assets of the Plan and Trust as the same
shall exist from time to time.

     1.56   "Unallocated Company Stock Suspense Account" means an account
containing Company Stock acquired with the proceeds of an Exempt Loan and which
has not been released from such account and allocated to the Participants'
Company Stock Accounts.

     1.57   "USERRA" means the Uniformed Services Employment and Reemployment
Rights Act of 1994. Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Code Section 414(u).

     1.58   "Valuation Date" means the Anniversary Date and such other date or
dates deemed necessary by the Administrator. The Valuation Date may include any
day during the Plan Year that the Trustee, any transfer agent appointed by the
Trustee or the Employer and any stock exchange used by such agent are open for
business.

     1.59   "Vested" means the nonforfeitable portion of any account maintained
on behalf of a Participant.

     1.60   "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.

            For purposes of eligibility for participation, the initial
computation period shall begin with the date on which the Employee first
performs an Hour of Service. The participation computation period beginning
after a 1-Year Break in Service shall be measured from the date on which an
Employee again performs an Hour of Service. The participation computation period
shall shift to the Plan Year which Includes the anniversary of the date on which
the Employee first performed an Hour of Service. An Employee who is credited
with the required Hours of Service in both the initial computation period (or
the computation period beginning after a 1-Year Break in Service) and the Plan
Year which includes the anniversary of the date on which the Employee first
performed an Hour of Service, shall be credited with two (2) Years of Service
for purposes of eligibility to participate.

            For vesting purposes, the computation periods shall be the Plan
Year, including periods prior to the Effective Date of the Plan.

            The computation period shall be the Plan Year if not otherwise set
forth herein.

                                       12
<Page>

            Notwithstanding the foregoing, for any short Plan Year, the
determination of whether an Employee has completed a Year of Service shall be
made in accordance with Department of Labor regulation 2530.203-2(c). However,
in determining whether an Employee has completed a Year of Service for benefit
accrual purposes in the short Plan Year, the number of the Hours of Service
required shall be proportionately reduced based on the number of full months in
the short Plan Year.

            Years of Service with any Affiliated Employer shall be recognized.

                                   ARTICLE II
                                 ADMINISTRATION

2.1   POWERS AND RESPONSIBILITIES OF THE EMPLOYER

                 (a)  In addition to the general powers and responsibilities
            otherwise provided for in this Plan, the Employer shall be empowered
            to appoint and remove the Trustee and the Administrator from time to
            time as it deems necessary for the proper administration of the Plan
            to ensure that the Plan is being operated for the exclusive benefit
            of the Participants and their Beneficiaries in accordance with the
            terms of the Plan, the Code, and the Act. The Employer may appoint
            counsel, specialists, advisers, agents (including any nonfiduciary
            agent) and other persons as the Employer deems necessary or
            desirable in connection with the exercise of its fiduciary duties
            under this Plan. The Employer may compensate such agents or advisers
            from the assets of the Plan as fiduciary expenses (but not including
            any business (settlor) expenses of the Employer), to the extent not
            paid by the Employer.

                 (b)  The Employer may, by written agreement or designation,
            appoint at its option an Investment Manager (qualified under the
            Investment Company Act of 1940 as amended), investment adviser, or
            other agent to provide direction to the Trustee with respect to any
            or all of the Plan assets. Such appointment shall be given by the
            Employer in writing in a form acceptable to the Trustee and shall
            specifically identify the Plan assets with respect to which the
            Investment Manager or other agent shall have authority to direct the
            investment.

                 (c)  The Employer shall establish a "funding policy and
            method," i.e., it shall determine whether the Plan has a short run
            need for liquidity (e.g., to pay benefits) or whether liquidity is a
            long run goal and investment growth (and stability of same) is a
            more current need, or shall appoint a qualified person to do so. The
            Employer or its delegate shall communicate such needs and goals to
            the Trustee, who shall coordinate such Plan needs with its
            investment policy. The communication of such a "funding policy and
            method" shall not, however, constitute a directive to the Trustee as
            to investment of the Trust Funds. Such "funding policy and method"
            shall be consistent with the objectives of this Plan and with the
            requirements of Title I of the Act.

                                       13
<Page>

                 (d)  The Employer shall periodically review the performance of
            any Fiduciary or other person to whom duties have been delegated or
            allocated by it under the provisions of this Plan or pursuant to
            procedures established hereunder. This requirement may be satisfied
            by formal periodic review by the Employer or by a qualified person
            specifically designated by the Employer, through day-to-day conduct
            and evaluation, or through other appropriate ways.

                 (e)  The Employer will furnish Plan Fiduciaries and
            Participants with notices and information statements when voting
            rights must be exercised pursuant to Section 8.4.

2.2   DESIGNATION OF ADMINISTRATIVE AUTHORITY

            The Employer shall be the Administrator. The Employer may appoint
any person, including, but not limited to, the Employees of the Employer, to
perform the duties of the Administrator. Any person so appointed shall signify
his acceptance by filing written acceptance with the Employer. Upon the
resignation or removal of any individual performing the duties of the
Administrator, the Employer may designate a successor.

2.3   ALLOCATION AND DELEGATION OF RESPONSIBILITIES

            If more than one person is appointed as Administrator, the
responsibilities of each Administrator may be specified by the Employer and
accepted in writing by each Administrator. In the event that no such delegation
is made by the Employer, the Administrators may allocate the responsibilities
among themselves, in which event the Administrators shall notify the Employer
and the Trustee in writing of such action and specify the responsibilities of
each Administrator. The Trustee thereafter shall accept and rely upon any
documents executed by the appropriate Administrator until such time as the
Employer or the Administrators file with the Trustee a written revocation of
such designation.

2.4   POWERS AND DUTIES OF THE ADMINISTRATOR

            The primary responsibility of the Administrator is to administer the
Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer
the Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and to determine all questions arising in
connection with the administration, interpretation, and application of the Plan.
Any such determination by the Administrator shall be conclusive and binding upon
all persons. The Administrator may establish procedures, correct any defect,
supply any information, or reconcile any inconsistency in such manner and to
such extent as shall be deemed necessary or advisable to carry out the purpose
of the Plan; provided, however, that any procedure, discretionary act,
interpretation or construction shall be done in a nondiscriminatory manner based
upon uniform principles consistently applied and shall be consistent with the
intent that the Plan shall continue to be deemed a qualified plan under the
terms of Code Section 401(a), and shall comply with the terms of

                                       14
<Page>

the Act and all regulations issued pursuant thereto. The Administrator shall
have all powers necessary or appropriate to accomplish his duties under this
Plan.

            The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

                 (a)  the discretion to determine all questions relating to the
            eligibility of Employees to participate or remain a Participant
            hereunder and to receive benefits under the Plan;

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

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

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

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

                 (f)  to determine the size and type of any Contract to be
            purchased from any insurer, and to designate the insurer from which
            such Contract shall be purchased;

                 (g)  to compute and certify to the Employer and to the Trustee
            from time to time the sums of money necessary or desirable to be
            contributed to the Plan;

                 (h)  to consult with the Employer and the Trustee regarding the
            short and long-term liquidity needs of the Plan in order that the
            Trustee can exercise any investment discretion in a manner designed
            to accomplish specific objectives;

                 (i)  to establish and communicate to Participants a procedure,
            which includes at least three (3) investment options pursuant to
            Regulations, for allowing each Participant to direct the Trustee as
            to the investment of his Company Stock Account pursuant to Section
            4.6;

                 (j)  to establish and communicate to Participants a procedure
            and method to insure that each Participant will vote Company Stock
            allocated to such Participant's Company Stock Account pursuant to
            Section 8.4;

                                       15
<Page>

                 (k)  to assist any Participant regarding his rights, benefits,
            or elections available under the Plan.

2.5   RECORDS AND REPORTS

            The Administrator shall keep a record of all actions taken and shall
keep all other books of account, records, policies, and other data that may be
necessary for proper administration of the Plan and shall be responsible for
supplying all information and reports to the Internal Revenue Service,
Department of Labor, Participants, Beneficiaries and others as required by law.

2.6   APPOINTMENT OF ADVISERS

            The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, agents (including
nonfiduciary agents) and other persons as the Administrator or the Trustee deems
necessary or desirable in connection with the administration of this Plan,
including but not limited to agents and advisers to assist with the
administration and management of the Plan, and thereby to provide, among such
other duties as the Administrator may appoint, assistance with maintaining Plan
records and the providing of investment information to the Plan's investment
fiduciaries and to Plan Participants.

2.7   PAYMENT OF EXPENSES

            All expenses of administration may be paid out of the Trust Fund
unless paid by the Employer. Such expenses shall include any expenses incident
to the functioning of the Administrator, or any person or persons retained or
appointed by any Named Fiduciary incident to the exercise of their duties under
the Plan, including, but not limited to, fees of accountants, counsel,
Investment Managers, agents (including nonfiduciary agents) appointed for the
purpose of assisting the Administrator or the Trustee in carrying out the
instructions of Participants as to the directed investment of their accounts and
other specialists and their agents, and other costs of administering the Plan.
Until paid, the expenses shall constitute a liability of the Trust Fund.

2.8   CLAIMS PROCEDURE

            Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be furnished
to the claimant within 90 days after the application is filed. In the event the
claim is denied, the reasons for the denial shall be specifically set forth in
the notice in language calculated to be understood by the claimant, pertinent
provisions of the Plan shall be cited, and, where appropriate, an explanation as
to how the claimant can perfect the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plan's claims review
procedure.

                                       16
<Page>

2.9   CLAIMS REVIEW PROCEDURE

            Any Employee, former Employee, or Beneficiary of either, who has
been denied a benefit by a decision of the Administrator pursuant to Section 2.8
shall be entitled to request the Administrator to give further consideration to
his claim by filing with the Administrator (on a form which may be obtained from
the Administrator) a request for a hearing. Such request, together with a
written statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Administrator no later than 60 days after
receipt of the written notification provided for in Section 2.8. The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be represented by an attorney or any other representative of his
choosing and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of his claim. At the hearing (or
prior thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within 60 days of receipt of the appeal (unless there
has been an extension of 60 days due to special circumstances, provided the
delay and the special circumstances occasioning it are communicated to the
claimant within the 60 day period). Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.

                                   ARTICLE III
                                   ELIGIBILITY

3.1   CONDITIONS OF ELIGIBILITY

            Any Eligible Employee who has completed one (1) Year of Service and
has attained age 18 shall be eligible to participate hereunder as of the date he
has satisfied such requirements. However, any Employee who was a Participant in
the Plan prior to the effective date of this amendment and restatement shall
continue to participate in the Plan.

 3.2  EFFECTIVE DATE OF PARTICIPATION

            An Eligible Employee shall become a Participant effective as of the
earlier of the first day of the Plan Year or the first day of the seventh month
of such Plan Year coinciding with or next following the date such Employee met
the eligibility requirements of Section 3.1, provided said Employee was still
employed as of such date (or if not employed on such date, as of the date of
rehire if a 1-Year Break in Service has not occurred).

                                       17
<Page>

3.3   DETERMINATION OF ELIGIBILITY

            The Administrator shall determine the eligibility of each Employee
for participation in the Plan based upon information furnished by the Employer.
Such determination shall be conclusive and binding upon all persons, as long as
the same is made pursuant to the Plan and the Act. Such determination shall be
subject to review per Section 2.9.

3.4   TERMINATION OF ELIGIBILITY

                 (a)  In the event a Participant shall go from a classification
            of an Eligible Employee to an ineligible Employee, such Former
            Participant shall continue to vest in his interest in the Plan for
            each Year of Service completed while a noneligible Employee, until
            such time as his Participant's Account shall be forfeited or
            distributed pursuant to the terms of the Plan. Additionally, his
            interest in the Plan shall continue to share in the earnings of the
            Trust Fund.

                 (b)  In the event a Participant is no longer a member of an
            eligible class of Employees and becomes ineligible to participate,
            such Employee will participate immediately upon returning to an
            eligible class of Employees.

3.5   OMISSION OF ELIGIBLE EMPLOYEE

            If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution by his Employer for the year has been made,
the Employer shall make a subsequent contribution with respect to the omitted
Employee in the amount which the said Employer would have contributed with
respect to him had he not been omitted. Such contribution shall be made
regardless of whether or not it is deductible in whole or in part in any taxable
year under applicable provisions of the Code.

3.6   INCLUSION OF INELIGIBLE EMPLOYEE

            lf, in any Plan Year, any person who should not have been included
as a Participant in the Plan is erroneously included and discovery of such
incorrect inclusion is not made until after a contribution for the year has been
made, the Employer shall not be entitled to recover the contribution made with
respect to the ineligible person regardless of whether or not a deduction is
allowable with respect to such contribution. In such event, the amount
contributed with respect to the ineligible person shall constitute a Forfeiture
for the Plan Year in which the discovery is made.

 3.7  ELECTION NOT TO PARTICIPATE

            An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to participate must
be

                                       18
<Page>

communicated to the Employer, in writing, at least thirty (30) days before the
beginning of a Plan Year.

                                   ARTICLE IV
                          CONTRIBUTION AND ALLOCATION

4.1   FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

                 (a)  For each Plan Year, the Employer shall contribute to the
            Plan such amount as shall be determined by the Employer.

                 (b)  The Employer contribution shall not be limited to years in
            which the Employer has current or accumulated net profit.
            Additionally, to the extent necessary, the Employer shall contribute
            to the Plan the amount necessary to provide the top heavy minimum
            contribution. All contributions by the Employer shall be made in
            cash or in such property as is acceptable to the Trustee.

4.2   TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

            Employer contributions will be paid in cash, Company Stock or other
property as the Employer may from time to time determine. Company Stock and
other property will be valued at their then fair market value. The Employer
shall pay to the Trustee its contribution to the Plan for each Plan Year within
the time prescribed by law, including extensions of time, for the filing of the
Employer federal income tax return for the Fiscal Year.

4.3   ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

                 (a)  The Administrator shall establish and maintain an account
            in the name of each Participant to which the Administrator shall
            credit as of each Anniversary Date all amounts allocated to each
            such Participant as set forth herein.

                 (b)  The Employer shall provide the Administrator with all
            information required by the Administrator to make a proper
            allocation of the Employer contributions for each Plan Year. Within
            a reasonable period of time after the date of receipt by the
            Administrator of such information, the Administrator shall allocate
            such contribution to each Participant's Account in the same
            proportion that each such Participant's Compensation for the year
            bears to the total Compensation of all Participants for such year.

                      Only Participants who have completed a Year of Service
            during the Plan Year and are actively employed on the last day of
            the Plan Year shall be eligible to share in the discretionary
            contribution for the year.

                                       19
<Page>

                 (c)  The Company Stock Account of each Participant shall be
            credited as of each Anniversary Date with Forfeitures of Company
            Stock and his allocable share of Company Stock (including fractional
            shares) purchased and paid for by the Plan or contributed in kind by
            the Employer. Stock dividends on Company Stock held in his Company
            Stock Account shall be credited to his Company Stock Account when
            paid. Cash dividends on Company Stock held in his Company Stock
            Account shall, in the sole discretion of the Administrator, either
            be credited to his Other Investments Account when paid or be used to
            repay an Exempt Loan; provided, however, that when cash dividends
            are used to repay an Exempt Loan, Company Stock shall be released
            from the Unallocated Company Stock Suspense Account and allocated to
            the Participant's Company Stock Account pursuant to Section 4.3(e)
            and, provided further, that Company Stock allocated to the
            Participant's Company Stock Account shall have a fair market value
            not less than the amount of cash dividends which would have been
            allocated to such Participant's Other Investments Account for the
            year.

                      Company Stock acquired by the Plan with the proceeds of an
            Exempt Loan shall only be allocated to each Participant's Company
            Stock Account upon release from the Unallocated Company Stock
            Suspense Account as provided in Section 4.3(e) herein. Company Stock
            acquired with the proceeds of an Exempt Loan shall be an asset of
            the Trust Fund and maintained in the Unallocated Company Stock
            Suspense Account.

                 (d)  As of each Valuation Date, before the current valuation
            period allocation of Employer contributions and Forfeitures, any
            earnings or losses (net appreciation or net depreciation) of the
            Trust Fund shall be allocated in the same proportion that each
            Participant's and Former Participant's nonsegregated accounts (other
            than each Participant's Company Stock Account) bear to the total of
            all Participants' and Former Participants' nonsegregated accounts
            (other than Participants' Company Stock Accounts) as of such date.
            Earnings or losses with respect to a Participant's Directed Account
            shall be allocated in accordance with Section 4.6.

                      Earnings or losses do not include the interest paid under
            any installment contract for the purchase of Company Stock by the
            Trust Fund or on any loan used by the Trust Fund to purchase Company
            Stock, nor does it include income received by the Trust Fund with
            respect to Company Stock acquired with the proceeds of an Exempt
            Loan; all income received by the Trust Fund from Company Stock
            acquired with the proceeds of an Exempt Loan may, at the discretion
            of the Administrator, be used to repay such loan.

                 (e)  All Company Stock acquired by the Plan with the proceeds
            of an Exempt Loan must be added to and maintained in the Unallocated

                                       20
<Page>

            Company Stock Suspense Account. Such Company Stock shall be released
            and withdrawn from that account as if all Company Stock in that
            account were encumbered. For each Plan Year during the duration of
            the loan, the number of shares of Company Stock released shall equal
            the number of encumbered shares held immediately before release for
            the current Plan Year multiplied by a fraction, the numerator of
            which is the amount of principal and interest paid for the Plan Year
            and the denominator of which is the sum of the numerator plus the
            principal and interest to be paid for all future Plan Years. As of
            each Anniversary Date, the Plan must consistently allocate to each
            Participant's Account, in the same manner as Employer discretionary
            contributions pursuant to Section 4.1(a) are allocated,
            non-monetary units (shares and fractional shares of Company Stock)
            representing each Participant's interest in Company Stock withdrawn
            from the Unallocated Company Stock Suspense Account. However,
            Company Stock released from the Unallocated Company Stock Suspense
            Account with cash dividends pursuant to Section 4.3(c) shall be
            allocated to each Participant's Company Stock Account in the same
            proportion that each such Participant's number of shares of Company
            Stock sharing in such cash dividends bears to the total number of
            shares of all Participants' Company Stock sharing in such cash
            dividends. Income earned with respect to Company Stock in the
            Unallocated Company Stock Suspense Account shall be used, at the
            discretion of the Administrator, to repay the Exempt Loan used to
            purchase such Company Stock. Company Stock released from the
            Unallocated Company Stock Suspense Account with such income, and any
            income which is not so used, shall be allocated as of each
            Anniversary Date in the same proportion that each Participant's and
            Former Participant's nonsegregated accounts after the allocation of
            any earnings or losses pursuant to Section 4.3(d) bear to the total
            of all Participants' and Former Participants' nonsegregated accounts
            after the allocation of any earnings or losses pursuant to Section
            4.3(d).

                 (f)  As of each Anniversary Date any amounts which became
            Forfeitures since the last Anniversary Date shall first be made
            available to reinstate previously forfeited account balances of
            Former Participants, if any, in accordance with Section 7.4(g)(2).
            The remaining Forfeitures, if any, shall be added to any Employer
            discretionary contribution made pursuant to Section 4.1(a) and for
            the Plan Year in which such Forfeitures occur allocated among the
            Participants' Accounts in the same manner as any Employer
            discretionary contribution for the current year.

                      Provided, however, that in the event the allocation of
            Forfeitures provided herein shall cause the "annual addition" (as
            defined in Section 4.4) to any Participant's Account to exceed the
            amount allowable by the Code, the excess shall be reallocated in
            accordance with Section 4.5.

                 (g)  For any Top Heavy Plan Year, Non-Key Employees not
            otherwise eligible to share in the allocation of contributions and
            Forfeitures

                                       21
<Page>

            as provided above, shall receive the minimum allocation provided for
            in Section 4.3(h) if eligible pursuant to the provisions of Section
            4.3(j).

                 (h)  Minimum Allocations Required for Top Heavy Plan Years:
            Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum
            of the Employer contributions and Forfeitures allocated to the
            Participant's Account of each Non-Key Employee shall be equal to at
            least three percent (3%) of such Non-Key Employee's "415
            Compensation" (reduced by contributions and forfeitures, if any,
            allocated to each Non-Key Employee in any defined contribution plan
            included with this plan in a Required Aggregation Group). However,
            if (1) the sum of the Employer contributions and Forfeitures
            allocated to the Participant's Account of each Key Employee for such
            Top Heavy Plan Year is less than three percent (3%) of each Key
            Employee's "415 Compensation" and (2) this Plan is not required to
            be included in an Aggregation Group to enable a defined benefit plan
            to meet the requirements of Code Section 401(a)(4) or 410, the sum
            of the Employer contributions and Forfeitures allocated to the
            Participant's Account of each Non-Key Employee shall be equal to the
            largest percentage allocated to the Participant's Account of any Key
            Employee.

                      However, no such minimum allocation shall be required in
            this Plan for any Non-Key Employee who participates in another
            defined contribution plan subject to Code Section 412 included with
            this Plan in a Required Aggregation Group.

                 (i)  For purposes of the minimum allocations set forth above,
            the percentage allocated to the Participant's Account of any Key
            Employee shall be equal to the ratio of the sum of the Employer
            contributions and Forfeitures allocated on behalf of such Key
            Employee divided by the "415 Compensation" for such Key Employee.

                 (j)  For any Top Heavy Plan Year, the minimum allocations set
            forth above shall be allocated to the Participant's Account of all
            Non-Key Employees who are Participants and who are employed by the
            Employer on the last day of the Plan Year, including Non-Key
            Employees who have (1) failed to complete a Year of Service; and (2)
            declined to make mandatory contributions (if required) to the Plan.

                 (k)  For the purposes of this Section, "415 Compensation" shall
            be limited to $150,000. Such amount shall be adjusted for increases
            in the cost of living in accordance with Code Section 401(a)(17),
            except that the dollar increase in effect on January 1 of any
            calendar year shall be effective for the Plan Year beginning with or
            within such calendar year. For any short Plan Year the "415
            Compensation" limit shall be an amount equal to the "415
            Compensation" limit for the calendar year in which the Plan Year
            begins multiplied by the ratio obtained by dividing the number of
            full months in the short Plan Year by twelve (12).

                                       22
<Page>

                 (l)  If a Former Participant is reemployed after five (5)
            consecutive 1-Year Breaks in Service, then separate accounts shall
            be maintained as follows:

                 (1)  one account for nonforfeitable benefits attributable to
                 pre-break service; and

                 (2)  one account representing his status in the Plan
                 attributable to post-break service.

4.4   MAXIMUM ANNUAL ADDITIONS

                 (a)  Notwithstanding the foregoing, the maximum "annual
            additions" credited to a Participant's accounts for any "limitation
            year" shall equal the lesser of: (1) $30,000 adjusted annually as
            provided in Code Section 415(d) pursuant to the Regulations, or (2)
            twenty-five percent (25%) of the Participant's "415 Compensation"
            for such "limitation year." For any short "limitation year," the
            dollar limitation in (1) above shall be reduced by a fraction, the
            numerator of which is the number of full months in the short
            "limitation year" and the denominator of which is twelve (12).

                 (b)  For purposes of applying the limitations of Code Section
            415, "annual additions" means the sum credited to a Participant's
            accounts for any "limitation year" of (1) Employer contributions,
            (2) Employee contributions, (3) forfeitures, (4) amounts allocated,
            after March 31, 1984, to an individual medical account, as defined
            in Code Section 415(l)(2) which is part of a pension or annuity plan
            maintained by the Employer and (5) amounts derived from
            contributions paid or accrued after December 31, 1985, in taxable
            years ending after such date, which are attributable to
            post-retirement medical benefits allocated to the separate account
            of a key employee (as defined in Code Section 419A(d)(3)) under a
            welfare benefit plan (as defined in Code Section 419(e)) maintained
            by the Employer. Except, however, the "415 Compensation" percentage
            limitation referred to in paragraph (a)(2) above shall not apply to:
            (1) any contribution for medical benefits (within the meaning of
            Code Section 419A(f)(2)) after separation from service which is
            otherwise treated as an "annual addition," or (2) any amount
            otherwise treated as an "annual addition" under Code Section
            415(I)(1).

                 (c)  For purposes of applying the limitations of Code Section
            415, the following are not "annual additions"; (1) the transfer of
            funds from one qualified plan to another and (2) provided no more
            than one-third of the Employer contributions for the year are
            allocated to Highly Compensated Participants, Forfeitures of Company
            Stock purchased with the proceeds of an Exempt Loan and Employer
            contributions applied to the payment of interest on an Exempt Loan.
            In addition, the following are not Employee contributions for the
            purposes of Section 4.4(b)(2); (1) rollover contributions (as
            defined in Code Sections 402(a)(5), 403(a)(4),

                                       23
<Page>

            403(b)(8) and 408(d)(3)); (2) repayments of loans made to a
            Participant from the Plan; (3) repayments of distributions received
            by an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs);
            (4) repayments of distributions received by an Employee pursuant to
            Code Section 411(a)(3)(D) (mandatory contributions); and (5)
            Employee contributions to a simplified employee pension excludable
            from gross income under Code Section 408(k)(6).

                 (d)  For purposes of applying the limitations of Code Section
            415, the "limitation year" shall be the Plan Year.

                 (e)  For the purpose of this Section, all qualified defined
            contribution plans (whether terminated or not) ever maintained by
            the Employer shall be treated as one defined contribution plan.

                 (f)  For the purpose of this Section, if the Employer is a
            member of a controlled group of corporations, trades or businesses
            under common control (as defined by Code Section 1563(a) or Code
            Section 414(b) and (c) as modified by Code Section 4l5(h)), is a
            member of an affiliated service group (as defined by Code Section
            414(m)), or is a member of a group of entities required to be
            aggregated pursuant to Regulations under Code Section 4l4(o), all
            Employees of such Employers shall be considered to be employed by a
            single Employer.

                 (g)  For the purpose of this Section, if this Plan is a Code
            Section 413(c) plan, each Employer who maintains this Plan will be
            considered to be a separate Employer.

                 (h)(1)If a Participant participates in more than one defined
            contribution plan maintained by the Employer which have different
            Anniversary Dates, the maximum "annual additions" under this Plan
            shall equal the maximum "annual additions" for the "limitation year"
            minus any "annual additions" previously credited to such
            Participant's accounts during the "limitation year."

                 (2)   If a Participant participates in both a defined
                 contribution plan subject to Code Section 412 and a defined
                 contribution plan not subject to Code Section 412 maintained
                 by the Employer which have the same Anniversary Date, "annual
                 additions" will be credited to the Participant's accounts under
                 the defined contribution plan subject to Code Section 412 prior
                 to crediting "annual additions" to the Participant's accounts
                 under the defined contribution plan not subject to Code Section
                 412.

                 (3)   If a Participant participates in more than one defined
                 contribution plan not subject to Code Section 412 maintained by
                 the Employer which have the same Anniversary Date, the maximum
                 "annual additions" under this Plan shall equal the product of
                 (A) the

                                       24
<Page>

                 maximum "annual additions" for the "limitation year" minus any
                 "annual additions" previously credited under subparagraphs (1)
                 or (2) above, multiplied by (B) a fraction (i) the numerator of
                 which is the "annual additions" which would be credited to such
                 Participant's accounts under this Plan without regard to the
                 limitations of Code Section 415 and (ii) the denominator of
                 which is such "annual additions" for all plans described in
                 this subparagraph.

                 (i)  Notwithstanding anything contained in this Section to the
            contrary, the limitations, adjustments and other requirements
            prescribed in this Section shall at all times comply with the
            provisions of Code Section 415 and the Regulations thereunder, the
            terms of which are specifically incorporated herein by reference.

4.5   ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

                 (a)  If, as a result of the allocation of Forfeitures, a
            reasonable error in estimating a Participant's Compensation, a
            reasonable error in determining the amount of elective deferrals
            (within the meaning of Code Section 402(g)(3)) that may be made with
            respect to any Participant under the limits of Section 4.4 or other
            facts and circumstances to which Regulation 1.415-6(b)(6) shall be
            applicable, the "annual additions" under this Plan would cause the
            maximum "annual additions" to be exceeded for any Participant, the
            Administrator shall (1) distribute any elective deferrals (within
            the meaning of Code Section 402(g)(3)) or return any Employee
            contributions (whether voluntary or mandatory), and for the
            distribution of gains attributable to those elective deferrals and
            Employee contributions, to the extent that the distribution or
            return would reduce the "excess amount" in the Participant's
            accounts (2) hold any "excess amount" remaining after the return of
            any elective deferrals or voluntary Employee contributions in a
            "Section 415 suspense account" (3) allocate and reallocate the
            "Section 415 suspense account" in the next "limitation year" (and
            succeeding "limitation years" if necessary) to all Participants in
            the Plan before any Employer or Employee contributions which would
            constitute "annual additions" are made to the Plan for such
            "limitation year" (4) reduce Employer contributions to the Plan for
            such "limitation year" by the amount of the "Section 415 suspense
            account" allocated and reallocated during such "limitation year".

                 (b)  For purposes of this Article, "excess amount" for any
            Participant for a "limitation year" shall mean the excess, if any,
            of (1) the "annual additions" which would be credited to his account
            under the terms of the Plan without regard to the limitations of
            Code Section 415 over (2) the maximum "annual additions" determined
            pursuant to Section 4.4.

                 (c)  For purposes of this Section, "Section 415 suspense
            account" shall mean an unallocated account equal to the sum of
            "excess amounts" for all Participants in the Plan during the
            "limitation year." The

                                       25
<Page>

            "Section 415 suspense account' shall not share in any earnings or
            losses of the Trust Fund.

                 (d)  The Plan may not distribute or return "excess amounts,"
            other than elective deferrals (within the meaning of Code Section
            402(g)(3)) or Employee contributions (whether voluntary or
            mandatory) and gains attributable to such elective deferrals and
            Employee contributions, to Participants or Former Participants.

4.6   DIRECTED INVESTMENT ACCOUNT

                 (a)  Participants may, subject to Section 4.6(c) and a
            procedure established by the Administrator (the Participant
            Direction Procedures) and applied in a uniform nondiscriminatory
            manner, direct the Trustee to invest all or a portion of their
            individual account balances in specific assets, specific funds or
            other investments permitted under the Plan and the Participant
            Direction Procedures. That portion of the interest of any
            Participant so directing will thereupon be considered a
            Participant's Directed Account.

                 (b)  As of each Valuation Date, all Participant Directed
            Accounts shall be charged or credited with the net earnings, gains,
            losses and expenses as well as any appreciation or depreciation in
            the market value using publicly listed fair market values when
            available or appropriate.

                 (1)  To the extent that the assets in a Participant's Directed
                 Account are accounted for as pooled assets or investments, the
                 allocation of earnings, gains and losses of each Participant's
                 Directed Account shall be based upon the total amount of funds
                 so invested, in a manner proportionate to the Participant's
                 share of such pooled investment.

                 (2)  To the extent that the assets in the Participant's
                 Directed Account are accounted for as segregated assets, the
                 allocation of earnings, gains and losses from such assets shall
                 be made on a separate and distinct basis.

                 (c)  Each "Qualified Participant" may elect within ninety (90)
            days after the close of each Plan Year during the "Qualified
            Election Period" to direct the Trustee in writing as to the
            investment of 25 percent of the total number of shares of Company
            Stock acquired by or contributed to the Plan that have ever been
            allocated to such "Qualified Participant's" Company Stock Account
            (reduced by the number of shares of Company Stock previously
            invested pursuant to a prior election). In the case of the election
            year in which the Participant can make his last election, the
            preceding sentence shall be applied by substituting "50 percent" for
            "25 percent." If the "Qualified Participant" elects to direct the
            Trustee as to the investment of his Company Stock Account, such
            direction shall be

                                       26
<Page>

            effective no later than 180 days after the close of the Plan Year to
            which such direction applies. In lieu of directing the Trustee as to
            the investment of his Company Stock Account, the "Qualified
            Participant" may elect a distribution in cash or Company Stock of
            the portion of his Company Stock Account covered by the election
            within ninety (90) days after the last day of the period during
            which the election can be made. Any such distribution of Company
            Stock shall be subject to Section 7.11. Furthermore, the Participant
            must be given a choice of at least three distinct investment
            options.

                      Notwithstanding the above, if the fair market value
            (determined pursuant to Section 6.1 at the Plan Valuation Date
            immediately preceding the first day on which a "Qualified
            Participant" is eligible to make an election) of Company Stock
            acquired by or contributed to the Plan and allocated to a "Qualified
            Participant's" Company Stock Account is $500 or less, then such
            Company Stock shall not be subject to this paragraph. For purposes
            of determining whether the fair market value exceeds $500, Company
            Stock held in accounts of all employee stock ownership plans (as
            defined in Code Section 4975(e)(7)) and tax credit employee stock
            ownership plans (as defined in Code Section 409(a)) maintained by
            the Employer or any Affiliated Employer shall be considered as held
            by the Plan.

                 (d)  For the purposes of this Section the following definitions
            shall apply:

                 (1)  "Qualified Participant" means any Participant or Former
                 Participant who has completed ten (10) Years of Service as a
                 Participant and has attained age 55.

                 (2)  "Qualified Election Period" means the six (6) Plan Year
                 period beginning with the later of (i) the first Plan Year in
                 which the Participant first became a "Qualified Participant,"
                 or (ii) the first Plan Year beginning after December 31, 1986.

                                    ARTICLE V
                          FUNDING AND INVESTMENT POLICY

5.1   INVESTMENT POLICY

                 (a)  The Plan is designed to invest primarily in Company Stock.

                 (b)  With due regard to subparagraph (a) above, the
            Administrator may also direct the Trustee to invest funds under the
            Plan in other property described in the Trust or in life insurance
            policies to the extent permitted by subparagraph (c) below, or the
            Trustee may hold such funds in cash or cash equivalents.

                                       27
<Page>

                 (c)  With due regard to subparagraph (a) above, the
            Administrator may also direct the Trustee to invest funds under the
            Plan in insurance policies on the life of any "keyman" Employee. The
            proceeds of a "keyman" insurance policy may not be used for the
            repayment of any indebtedness owed by the Plan which is secured by
            Company Stock. In the event any "keyman" insurance is purchased by
            the Trustee, the premiums paid thereon during any Plan Year, net of
            any policy dividends and increases in cash surrender values, shall
            be treated as the cost of Plan investment and any death benefit or
            cash surrender value received shall be treated as proceeds from an
            investment of the Plan.

                 (d)  The Plan may not obligate itself to acquire Company Stock
            from a particular holder thereof at an indefinite time determined
            upon the happening of an event such as the death of the holder.

                 (e)  The Plan may not obligate itself to acquire Company Stock
            under a put option binding upon the Plan. However, at the time a put
            option is exercised, the Plan may be given an option to assume the
            rights and obligations of the Employer under a put option binding
            upon the Employer.

                 (f)  All purchases of Company Stock shall be made at a price
            which, in the judgment of the Administrator, does not exceed the
            fair market value thereof. All sales of Company Stock shall be made
            at a price which, in the judgment of the Administrator, is not less
            than the fair market value thereof. The valuation rules set forth in
            Article VI shall be applicable.

5.2   APPLICATION OF CASH

            Employer contributions in cash and other cash received by the Trust
Fund shall first be applied to pay any Current Obligations of the Trust Fund.

5.3   TRANSACTIONS INVOLVING COMPANY STOCK

                 (a)  No portion of the Trust Fund attributable to (or allocable
            in lieu of) Company Stock acquired by the Plan in a sale to which
            Code Section 1042 applies may accrue or be allocated directly or
            indirectly under any plan maintained by the Employer meeting the
            requirements of Code Section 401(a):

                 (1)  during the "Nonallocation Period," for the benefit of

                      (i)   any taxpayer who makes an election under Code
                      Section 1042(a) with respect to Company Stock,

                      (ii)  any individual who is related to the taxpayer
                      (within the meaning of Code Section 267(b)), or

                                       28
<Page>

                 (2)  for the benefit of any other person who owns (after
                 application of Code Section 318(a) applied without regard to
                 the employee trust exception in Code Section 318(a)(2)(B)(i))
                 more than 25 percent of

                      (i)   any class of outstanding stock of the Employer or
                      Affiliated Employer which issued such Company Stock, or

                      (ii)  the total value of any class of outstanding stock of
                      the Employer or Affiliated Employer.

                 (b)  Except, however, subparagraph (a)(1)(ii) above shall not
            apply to lineal descendants of the taxpayer, provided that the
            aggregate amount allocated to the benefit of all such lineal
            descendants during the "Nonallocation Period" does not exceed more
            than five (5) percent of the Company Stock (or amounts allocated in
            lieu thereof) held by the Plan which are attributable to a sale to
            the Plan by any person related to such descendants (within the
            meaning of Code Section 267(c)(4)) in a transaction to which Code
            Section 1042 is applied.

                 (c)  A person shall be treated as failing to meet the stock
            ownership limitation under paragraph (a)(2) above if such person
            fails such limitation:

                 (1)  at any time during the one (1) year period ending on the
                 date of sale of Company Stock to the Plan, or

                 (2)  on the date as of which Company Stock is allocated to
                 Participants in the Plan.

                 (d)  For purposes of this Section, "Nonallocation Period" means
            the period beginning on the date of the sale of the Company Stock
            and ending on the later of:

                 (1)  the date which is ten (10) years after the date of sale,
                 or

                 (2)  the date of the Plan allocation attributable to the final
                 payment of the Exempt Loan incurred in connection with such
                 sale.

5.4   LOANS TO THE TRUST

                 (a)  The Plan may borrow money for any lawful purpose, provided
            the proceeds of an Exempt Loan are used within a reasonable time
            after receipt only for any or all of the following purposes:

                 (1)  To acquire Company Stock.

                 (2)  To repay such loan.

                                       29
<Page>

                 (3)  To repay a prior Exempt Loan.

                 (b)  All loans to the Trust which are made or guaranteed by a
            disqualified person must satisfy all requirements applicable to
            Exempt Loans including but not limited to the following:

                 (1)  The loan must be at a reasonable rate of interest;

                 (2)  Any collateral pledged to the creditor by the Plan shall
                 consist only of the Company Stock purchased with the borrowed
                 funds;

                 (3)  Under the terms of the loan, any pledge of Company Stock
                 shall provide for the release of shares so pledged on a
                 pro-rata basis pursuant to Section 4.3(e);

                 (4)  Under the terms of the loan, the creditor shall have no
                 recourse against the Plan except with respect to such
                 collateral, earnings attributable to such collateral, Employer
                 contributions (other than contributions of Company Stock) that
                 are made to meet Current Obligations and earnings attributable
                 to such contributions;

                 (5)  The loan must be for a specific term and may not be
                 payable at the demand of any person, except in the case of
                 default;

                 (6)  In the event of default upon an Exempt Loan, the value of
                 the Trust Fund transferred in satisfaction of the Exempt Loan
                 shall not exceed the amount of default. If the lender is a
                 disqualified person, an Exempt Loan shall provide for a
                 transfer of Trust Funds upon default only upon and to the
                 extent of the failure of the Plan to meet the payment schedule
                 of the Exempt Loan;

                 (7)  Exempt Loan payments during a Plan Year must not exceed an
                 amount equal to: (A) the sum, over all Plan Years, of all
                 contributions and cash dividends paid by the Employer to the
                 Plan with respect to such Exempt Loan and earnings on such
                 Employer contributions and cash dividends, less (B) the sum of
                 the Exempt Loan payments in all preceding Plan Years. A
                 separate accounting shall be maintained for such Employer
                 contributions, cash dividends and earnings until the Exempt
                 Loan is repaid.

                 (c)  For purposes of this Section, the term "disqualified
            person" means a person who is a Fiduciary, a person providing
            services to the Plan, an Employer any of whose Employees are covered
            by the Plan, an employee organization any of whose members are
            covered by the Plan, an owner, direct or indirect, of 50% or more of
            the total combined voting power of all classes of voting stock or of
            the total value of all classes of

                                       30
<Page>

            the stock, or an officer, director, 10% or more shareholder, or a
            highly compensated Employee.

                                   ARTICLE VI
                                   VALUATIONS

6.1   VALUATION OF THE TRUST FUND

            The Administrator shall direct the Trustee, as of each Valuation
Date, to determine the net worth of the assets comprising the Trust Fund as it
exists on the Valuation Date. In determining such net worth, the Trustee shall
value the assets comprising the Trust Fund at their fair market value as of the
Valuation Date and shall deduct all expenses for which the Trustee has not yet
obtained reimbursement from the Employer or the Trust Fund. The Trustee may
update the value of any shares held in the Participant Directed Account by
reference to the number of shares held by that Participant, priced at the market
value as of the Valuation Date.

6.2   METHOD OF VALUATION

            Valuations must be made in good faith and based on all relevant
factors for determining the fair market value of securities. In the case of a
transaction between a Plan and a disqualified person, value must be determined
as of the date of the transaction. For all other Plan purposes, value must be
determined as of the most recent Valuation Date under the Plan. An independent
appraisal will not in itself be a good faith determination of value in the case
of a transaction between the Plan and a disqualified person. However, in other
cases, a determination of fair market value based on at least an annual
appraisal independently arrived at by a person who customarily makes such
appraisals and who is independent of any party to the transaction will be deemed
to be a good faith determination of value. Company Stock not readily tradeable
on an established securities market shall be valued by an independent appraiser
meeting requirements similar to the requirements of the Regulations prescribed
under Code Section 170(a)(l).

                                   ARTICLE VII
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

7.1   DETERMINATION OF BENEFITS UPON RETIREMENT

            Every Participant may terminate his employment with the Employer and
retire for the purposes hereof on his Normal Retirement Date. However, a
Participant may postpone the termination of his employment with the Employer to
a later date, in which event the participation of such Participant in the Plan,
including the right to receive allocations pursuant to Section 4.3, shall
continue until his Late Retirement Date. Upon a Participant's Retirement Date,
or as soon thereafter as is practicable, the Trustee shall, at the election of
the Participant, distribute all amounts credited to such Participant's Account
in accordance with Sections 7.5 and 7.6.

                                       31
<Page>

7.2   DETERMINATION OF BENEFITS UPON DEATH

                 (a)  Upon the death of a Participant before his Retirement Date
            or other termination of his employment, all amounts credited to such
            Participant's Account shall become fully Vested. If elected,
            distribution of the Participant's Account shall commence not later
            than one (1) year after the close of the Plan Year in which such
            Participant's death occurs. The Administrator shall direct the
            Trustee, in accordance with the provisions of Sections 7.5 and 7.6,
            to distribute the value of the deceased Participant's accounts to
            the Participant's Beneficiary.

                 (b)  Upon the death of a Former Participant, the Administrator
            shall direct the Trustee, in accordance with the provisions of
            Sections 7.5 and 7.6, to distribute any remaining Vested amounts
            credited to the accounts of a deceased Former Participant to such
            Former Participant's Beneficiary.

                 (c)  The Administrator may require such proper proof of death
            and such evidence of the right of any person to receive payment of
            the value of the account of a deceased Participant or Former
            Participant as the Administrator may deem desirable. The
            Administrator's determination of death and of the right of any
            person to receive payment shall be conclusive.

                 (d)  The Beneficiary of the death benefit payable pursuant to
            this Section shall be the Participant's spouse. Except, however, the
            Participant may designate a Beneficiary other than his spouse if:

                 (1)  the spouse has waived the right to be the Participant's
                 Beneficiary, or

                 (2)  the Participant is legally separated or has been abandoned
                 (within the meaning of local law) and the Participant has a
                 court order to such effect (and there is no "qualified domestic
                 relations order" as defined in Code Section 414(p) which
                 provides otherwise), or

                 (3)  the Participant has no spouse, or

                 (4)  the spouse cannot be located.

                      In such event, the designation of a Beneficiary shall be
            made on a form satisfactory to the Administrator. A Participant may
            at any time revoke his designation of a Beneficiary or change his
            Beneficiary by filing written notice of such revocation or change
            with the Administrator. However, the Participant's spouse must again
            consent in writing to any change in Beneficiary unless the original
            consent acknowledged that the spouse had the right to limit consent
            only to a specific Beneficiary and that

                                       32
<Page>

            the spouse voluntarily elected to relinquish such right. In the
            event no valid designation of Beneficiary exists at the time of the
            Participant's death, the death benefit shall be payable to his
            estate.

                 (e)  Any consent by the Participant's spouse to waive any
            rights to the death benefit must be in writing, must acknowledge the
            effect of such waiver, and be witnessed by a Plan representative or
            a notary public. Further, the spouse's consent must be irrevocable
            and must acknowledge the specific nonspouse Beneficiary.

7.3   DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

            In the event of a Participant's Total and Permanent Disability prior
to his Retirement Date or other termination of his employment, all amounts
credited to such Participant's Account shall become fully Vested. In the event
of a Participant's Total and Permanent Disability, the Trustee, in accordance
with the provisions of Sections 7.5 and 7.6, shall distribute to such
Participant all amounts credited to such Participant's Account as though he had
retired. If such Participant elects, distribution shall commence not later than
one (1) year after the close of the Plan Year in which Total and Permanent
Disability occurs.

7.4   DETERMINATION OF BENEFITS UPON TERMINATION

                 (a)  If a Participant's employment with the Employer is
            terminated for any reason other than death, Total and Permanent
            Disability or retirement, such Participant shall be entitled to such
            benefits as are provided hereinafter pursuant to this Section 7.4.

                      If a portion of a Participant's Account is forfeited,
            Company Stock allocated to the Participant's Company Stock Account
            must be forfeited only after the Participant's Other Investments
            Account has been depleted. If interest in more than one class of
            Company Stock has been allocated to a Participant's Account, the
            Participant must be treated as forfeiting the same proportion of
            each such class.

                      Distribution of the funds due to a Terminated Participant
            shall be made on the occurrence of an event which would result in
            the distribution had the Terminated Participant remained in the
            employ of the Employer (upon the Participant's death, Total and
            Permanent Disability or Normal Retirement). However, at the election
            of the Participant, the Administrator shall direct the Trustee to
            cause the entire Vested portion of the Terminated Participant's
            Account to be payable to such Terminated Participant on or after the
            Anniversary Date coinciding with or next following termination of
            employment. Distribution to a Participant shall not include any
            Company Stock acquired with the proceeds of an Exempt Loan until the
            close of the Plan Year in which such loan is repaid in full. Any
            distribution under this paragraph shall be made in a manner which is
            consistent with and satisfies the provisions of
            Sections 7.5 and 7.6,

                                       33
<Page>

            including, but not limited to, all notice and consent requirements
            of Code Section 411(a)(11) and the Regulations thereunder.

                      If the value of a Terminated Participant's Vested benefit
            derived from Employer and Employee contributions does not exceed
            $3,500 ($5,000 for Plan Years beginning after August 5, 1997) and
            has never exceeded $3,500 or $5,000, whichever is applicable, at the
            time of any prior distribution, the Administrator shall direct the
            Trustee to cause the entire Vested benefit to be paid to such
            Participant in a single lump sum.

                      For purposes of this Section 7.4, if the value of a
            Terminated Participant's Vested benefit is zero, the Terminated
            Participant shall be deemed to have received a distribution of such
            Vested benefit.

                 (b)  The Vested portion of any Participant's Account shall be a
            percentage of the total amount credited to his Participant's Account
            determined on the basis of the Participant's number of Years of
            Service according to the following schedule:

<Table>
<Caption>
                                Vesting Schedule
             Years of Service                         Percentage
               <S>                                      <C>
               Less than 3                                0 %
                    3                                    20 %
                    4                                    40 %
                    5                                    60 %
                    6                                    80 %
                    7                                   100 %
</Table>

                 (c)  Notwithstanding the vesting schedule provided for in
            paragraph (b) above, for any Top Heavy Plan Year, the Vested portion
            of the Participant's Account of any Participant who has an Hour of
            Service after the Plan becomes top heavy shall be a percentage of
            the total amount credited to his Participant's Account determined on
            the basis of the Participant's number of Years of Service according
            to the following schedule:

<Table>
<Caption>
                                Vesting Schedule
             Years of Service                         Percentage
               <S>                                      <C>
               Less than 2                                0 %
                    2                                    20 %
                    3                                    40 %
                    4                                    60 %
                    5                                    80 %
                    6                                   100 %
</Table>

                                       34
<Page>

                      If in any subsequent Plan Year, the Plan ceases to be a
            Top Heavy Plan, the Administrator shall revert to the vesting
            schedule in effect before this Plan became a Top Heavy Plan. Any
            such reversion shall be treated as a Plan amendment pursuant to the
            terms of the Plan.

                 (d)  Notwithstanding the vesting schedule above, the Vested
            percentage of a Participant's Account shall not be less than the
            Vested percentage attained as of the later of the effective date or
            adoption date of this amendment and restatement.

                 (e)  Notwithstanding the vesting schedule above, upon the
            complete discontinuance of the Employer contributions to the Plan or
            upon any full or partial termination of the Plan, all amounts
            credited to the account of any affected Participant shall become
            100% Vested and shall not thereafter be subject to Forfeiture.

                 (f)  The computation of a Participant's nonforfeitable
            percentage of his interest in the Plan shall not be reduced as the
            result of any direct or indirect amendment to this Plan. For this
            purpose, the Plan shall be treated as having been amended if the
            Plan provides for an automatic change in vesting due to a change in
            top heavy status. In the event that the Plan is amended to change or
            modify any vesting schedule, a Participant with at least three (3)
            Years of Service as of the expiration date of the election period
            may elect to have his nonforfeitable percentage computed under the
            Plan without regard to such amendment. If a Participant fails to
            make such election, then such Participant shall be subject to the
            new vesting schedule. The Participant's election period shall
            commence on the adoption date of the amendment and shall end 60 days
            after the latest of:

                 (1)  the adoption date of the amendment,

                 (2)  the effective date of the amendment, or

                 (3)  the date the Participant receives written notice of the
                 amendment from the Employer or Administrator.

                 (g)(1) If any Former Participant shall be reemployed by the
            Employer before a 1-Year Break in Service occurs, he shall continue
            to participate in the Plan in the same manner as if such termination
            had not occurred.

                 (2)  If any Former Participant shall be reemployed by the
                 Employer before five (5) consecutive 1-Year Breaks in Service,
                 and such Former Participant had received, or was deemed to have
                 received, a distribution of his entire Vested interest prior to
                 his reemployment, his forfeited account shall be reinstated
                 only if he repays the full amount distributed to him before the
                 earlier of five

                                       35
<Page>

                 (5) years after the first date on which the Participant is
                 subsequently reemployed by the Employer or the close of the
                 first period of five (5) consecutive 1-Year Breaks in Service
                 commencing after the distribution, or in the event of a deemed
                 distribution, upon the reemployment of such Former Participant.
                 In the event the Former Participant does repay the full amount
                 distributed to him, or in the event of a deemed distribution,
                 the undistributed portion of the Participant's Account must be
                 restored in full, unadjusted by any gains or losses occurring
                 subsequent to the Valuation Date coinciding with or preceding
                 his termination. The source for such reinstatement shall first
                 be any Forfeitures occurring during the year. If such source is
                 insufficient, then the Employer shall contribute an amount
                 which is sufficient to restore any such forfeited Accounts
                 provided, however, that if a discretionary contribution is made
                 for such year, such contribution shall first be applied to
                 restore any such Accounts and the remainder shall be allocated
                 in accordance with Section 4.3.

                 (3)  If any Former Participant is reemployed after a 1-Year
                 Break in Service has occurred, Years of Service shall include
                 Years of Service prior to his 1-Year Break in Service subject
                 to the following rules:

                      (i)   If a Former Participant has a 1-Year Break in
                      Service, his pre-break and post-break service shall be
                      used for computing Years of Service for eligibility and
                      for vesting purposes only after he has been employed for
                      one (1) Year of Service following the date of his
                      reemployment with the Employer;

                      (ii)  Any Former Participant who under the Plan does not
                      have a nonforfeitable right to any interest in the Plan
                      resulting from Employer contributions shall lose credits
                      otherwise allowable under (i) above if his consecutive
                      1-Year Breaks in Service equal or exceed the greater of
                      (A) five (5) or (B) the aggregate number of his pre-break
                      Years of Service;

                      (iii) After five (5) consecutive 1-Year Breaks in Service,
                      a Former Participant's Vested Account balance attributable
                      to pre-break service shall not be increased as a result of
                      post-break service;

                      (iv)  If a Former Participant is reemployed by the
                      Employer, he shall participate in the Plan immediately on
                      his date of reemployment;

                                       36
<Page>

                      (v)   If a Former Participant (a 1-Year Break in Service
                      previously occurred, but employment had not terminated) is
                      credited with an Hour of Service after the first
                      eligibility computation period in which he incurs a 1-Year
                      Break in Service, he shall participate in the Plan
                      immediately.

7.5   DISTRIBUTION OF BENEFITS

                 (a)  The Administrator, pursuant to the election of the
            Participant (or if no election has been made prior to the
            Participant's death, by his Beneficiary), shall direct the Trustee
            to distribute to a Participant or his Beneficiary any amount to
            which he is entitled under the Plan in one lump-sum payment.

                 (b)  Any distribution to a Participant who has a benefit which
            exceeds, or has ever exceeded, $3,500 ($5,000 for Plan Years
            beginning after August 5, 1997) at the time of any prior
            distribution shall require such Participant's consent if such
            distribution occurs prior to the later of his Normal Retirement Age
            or age 62. With regard to this required consent:

                 (1)  The Participant must be informed of his right to defer
                 receipt of the distribution. If a Participant fails to consent,
                 it shall be deemed an election to defer the distribution of any
                 benefit. However, any election to defer the receipt of benefits
                 shall not apply with respect to distributions which are
                 required under Section 7.5(e).

                 (2)  Notice of the rights specified under this paragraph shall
                 be provided no less than 30 days and no more than 90 days
                 before the date the distribution commences.

                 (3)  Written consent of the Participant to the distribution
                 must not be made before the Participant receives the notice and
                 must not be made more than 90 days before the date the
                 distribution commences.

                 (4)  No consent shall be valid if a significant detriment is
                 imposed under the Plan on any Participant who does not consent
                 to the distribution.

                 Any such distribution may commence less than 30 days after the
            notice required under Regulation 1.411(a)-11(c) is given, provided
            that: (1) the Administrator clearly informs the Participant that the
            Participant has a right to a period of at least 30 days after
            receiving the notice to consider the decision of whether or not to
            elect a distribution (and, if applicable, a particular distribution
            option), and (2) the Participant, after receiving the notice,
            affirmatively elects a distribution.

                                       37
<Page>

                 (c)  Notwithstanding anything herein to the contrary, the
            Administrator, in his sole discretion, may direct that cash
            dividends on shares of Company Stock allocable to Participants' or
            Former Participants' Company Stock Accounts be distributed to such
            Participants or Former Participants within 90 days after the close
            of the Plan Year in which the dividends are paid.

                 (d)  Any part of a Participant's benefit which is retained in
            the Plan after the Anniversary Date on which his participation ends
            will continue to be treated as a Company Stock Account or as an
            Other Investments Account (subject to Section 7.4(a)) as provided in
            Article IV. However, neither account will be credited with any
            further Employer contributions or Forfeitures.

                 (e)  Notwithstanding any provision in the Plan to the contrary,
            the distribution of a Participant's benefits shall be made in
            accordance with the following requirements and shall otherwise
            comply with Code Section 401(a)(9) and the Regulations thereunder
            (including Regulation 1.401(a)(9)-2), the provisions of which are
            incorporated herein by reference:

                 (1)  A Participant's benefits shall be distributed or must
                 begin to be distributed to him not later than April 1st of the
                 calendar year following the later of (i) the calendar year in
                 which the Participant attains age 70 1/2 or (ii) the calendar
                 year in which the Participant retires, provided, however, that
                 this clause (ii) shall not apply in the case of a Participant
                 who is a "five (5) percent owner" at any time during the five
                 (5) Plan Year period ending in the calendar year in which he
                 attains age 70 1/2 or, in the case of a Participant who becomes
                 a "five (5) percent owner" during any subsequent Plan Year,
                 clause (ii) shall no longer apply and the required beginning
                 date shall be the April 1st of the calendar year following the
                 calendar year in which such subsequent Plan Year ends. Such
                 distributions shall be equal to or greater than any required
                 distribution. Notwithstanding the foregoing, clause (ii) above
                 shall not apply to any Participant unless the Participant had
                 attained age 70 1/2 before January 1, 1988 and was not a "five
                 (5) percent owner" at any time during the Plan Year ending with
                 or within the calendar year in which the Participant attained
                 age 66 1/2 or any subsequent Plan Year.

                 (2)  Distributions to a Participant and his Beneficiaries shall
                 only be made in accordance with the incidental death benefit
                 requirements of Code Section 401(a)(9)(G) and the Regulations
                 thereunder.

                 (f)  Notwithstanding any provision in the Plan to the contrary,
            distributions upon the death of a Participant shall be made in
            accordance

                                       38
<Page>

            with the following requirements and shall otherwise comply with Code
            Section 401(a)(9) and the Regulations thereunder. If it is
            determined pursuant to Regulations that the distribution of a
            Participant's interest has begun and the Participant dies before his
            entire interest has been distributed to him, the remaining portion
            of such interest shall be distributed at least as rapidly as under
            the method of distribution selected pursuant to Section 7.5 as of
            his date of death. If a Participant dies before he has begun to
            receive any distributions of his interest under the Plan or before
            distributions are deemed to have begun pursuant to Regulations, then
            his death benefit shall be distributed to his Beneficiaries by
            December 31st of the calendar year in which the fifth anniversary of
            his date of death occurs.

                      However, the 5-year distribution requirement of the
            preceding paragraph shall not apply to any portion of the deceased
            Participant's interest which is payable to or for the benefit of a
            designated Beneficiary. In such event, such portion may, at the
            election of the Participant (or the Participant's designated
            Beneficiary), be distributed over a period not extending beyond the
            life expectancy of such designated Beneficiary provided such
            distribution begins not later than December 31st of the calendar
            year immediately following the calendar year in which the
            Participant died. However, in the event the Participant's spouse
            (determined as of the date of the Participant's death) is his
            Beneficiary, the requirement that distributions commence within one
            year of a Participant's death shall not apply. In lieu thereof,
            distributions must commence on or before the later of: (1) December
            31st of the calendar year immediately following the calendar year in
            which the Participant died; or (2) December 31st of the calendar
            year in which the Participant would have attained age 70 1/2. If the
            surviving spouse dies before distributions to such spouse begin,
            then the 5-year distribution requirement of this Section shall apply
            as if the spouse was the Participant.

                 (g)  For purposes of this Section, the life expectancy of a
            Participant and a Participant's spouse shall not be redetermined in
            accordance with Code Section 401(a)(9)(D). Life expectancy and joint
            and last survivor expectancy shall be computed using the return
            multiples in Tables V and VI of Regulation 1.72-9.

                 (h)  Except as limited by Sections 7.5 and 7.6, whenever the
            Trustee is to make a distribution, the distribution may be made as
            soon as is practicable. However, unless a Former Participant elects
            in writing to defer the receipt of benefits (such election may not
            result in a death benefit that is more than incidental), the payment
            of benefits shall occur not later than the 60th day after the close
            of the Plan Year in which the latest of the following events occurs:

                                       39
<Page>

                 (1)  the date on which the Participant attains the earlier of
                 age 65 or the Normal Retirement Age specified herein;

                 (2)  the 10th anniversary of the year in which the Participant
                 commenced participation in the Plan; or

                 (3)  the date the Participant terminates his service with the
                 Employer.

                 (i)  If a distribution is made at a time when a Participant is
            not fully Vested in his Participant's Account and the Participant
            may increase the Vested percentage in such account:

                 (1)  a separate account shall be established for the
                 Participant's interest in the Plan as of the time of the
                 distribution; and

                 (2)  at any relevant time, the Participant's Vested portion of
                 the separate account shall be equal to an amount ("X")
                 determined by the formula:

                 X equals P(AB plus (R x D)) - (R x D)

                 For purposes of applying the formula: P is the Vested
                 percentage at the relevant time, AB is the account balance at
                 the relevant time, D is the amount of distribution, and R is
                 the ratio of the account balance at the relevant time to the
                 account balance after distribution.

7.6   HOW PLAN BENEFIT WILL BE DISTRIBUTED

                 (a)  Distribution of a Participant's benefit may be made in
            cash or Company Stock or both, provided, however, that if a
            Participant or Beneficiary so demands, such benefit (other than
            Company Stock reinvested pursuant to Section 4.6(c)) shall be
            distributed only in the form of Company Stock. Prior to making a
            distribution of benefits, the Administrator shall advise the
            Participant or his Beneficiary, in writing, of the right to demand
            that benefits be distributed solely in Company Stock.

                 (b)  If a Participant or Beneficiary demands that benefits be
            distributed solely in Company Stock, distribution of a Participant's
            benefit will be made entirely in whole shares or other units of
            Company Stock. Any balance in a Participant's Other Investments
            Account will be applied to acquire for distribution the maximum
            number of whole shares or other units of Company Stock at the then
            fair market value. Any fractional unit value unexpended will be
            distributed in cash. If Company Stock is not available for purchase
            by the Trustee, then the Trustee shall hold such balance until
            Company Stock is acquired and then make such distribution, subject
            to Sections 7.5(h) and 7.5(e).

                                       40
<Page>

                 (c)  The Trustee will make distribution from the Trust only on
            instructions from the Administrator.

                 (d)  Notwithstanding anything contained herein to the contrary,
            if the Employer charter or by-laws restrict ownership of
            substantially all shares of Company Stock to Employees and the Trust
            Fund, as described in Code Section 409(h)(2), the Administrator
            shall distribute a Participant's Account entirely in cash without
            granting the Participant the right to demand distribution in shares
            of Company Stock.

                 (e)  Except as otherwise provided herein, Company Stock
            distributed by the Trustee may be restricted as to sale or transfer
            by the by-laws or articles of incorporation of the Employer,
            provided restrictions are applicable to all Company Stock of the
            same class. If a Participant is required to offer the sale of his
            Company Stock to the Employer before offering to sell his Company
            Stock to a third party, in no event may the Employer pay a price
            less than that offered to the distributee by another potential buyer
            making a bona fide offer and in no event shall the Trustee pay a
            price less than the fair market value of the Company Stock.

                 (f)  If Company Stock acquired with the proceeds of an Exempt
            Loan (described in Section 5.4 hereof) is available for distribution
            and consists of more than one class, a Participant or his
            Beneficiary must receive substantially the same proportion of each
            such class.

7.7   DISTRIBUTION FOR MINOR BENEFICIARY

            In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said Beneficiary resides. Such a payment to
the legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

7.8   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

            In the event that all, or any portion, of the distribution payable
to a Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. In the event a Participant or Beneficiary is located
subsequent to his benefit being reallocated, such benefit shall be restored
unadjusted for earnings or losses.

                                       41
<Page>

7.9   RIGHT OF FIRST REFUSALS

                 (a)  If any Participant, his Beneficiary or any other person to
            whom shares of Company Stock are distributed from the Plan (the
            "Selling Participant") shall, at any time, desire to sell some or
            all of such shares (the "Offered Shares") to a third party (the
            "Third Party"), the Selling Participant shall give written notice of
            such desire to the Employer and the Administrator, which notice
            shall contain the number of shares offered for sale, the proposed
            terms of the sale and the names and addresses of both the Selling
            Participant and Third Party. Both the Trust Fund and the Employer
            shall each have the right of first refusal for a period of fourteen
            (14) days from the date the Selling Participant gives such written
            notice to the Employer and the Administrator (such fourteen (14) day
            period to run concurrently against the Trust Fund and the Employer)
            to acquire the Offered Shares. As between the Trust Fund and the
            Employer, the Trust Fund shall have priority to acquire the shares
            pursuant to the right of first refusal. The selling price and terms
            shall be the same as offered by the Third Party.

                 (b)  If the Trust Fund and the Employer do not exercise their
            right of first refusal within the required fourteen (14) day period
            provided above, the Selling Participant shall have the right, at any
            time following the expiration of such fourteen (14) day period, to
            dispose of the Offered Shares to the Third Party; provided, however,
            that (i) no disposition shall be made to the Third Party on terms
            more favorable to the Third Party than those set forth in the
            written notice delivered by the Selling Participant above, and (ii)
            if such disposition shall not be made to a third party on the terms
            offered to the Employer and the Trust Fund, the offered Shares shall
            again be subject to the right of first refusal set forth above.

                 (c)  The closing pursuant to the exercise of the right of first
            refusal under Section 7.9(a) above shall take place at such place
            agreed upon between the Administrator and the Selling Participant,
            but not later than ten (10) days after the Employer or the Trust
            Fund shall have notified the Selling Participant of the exercise of
            the right of first refusal. At such closing, the Selling Participant
            shall deliver certificates representing the Offered Shares duly
            endorsed in blank for transfer, or with stock powers attached duly
            executed in blank with all required transfer tax stamps attached or
            provided for, and the Employer or the Trust Fund shall deliver the
            purchase price, or an appropriate portion thereof, to the Selling
            Participant.

                 (d)  Except as provided in this paragraph (d), no Company Stock
            acquired with the proceeds of an Exempt Loan complying with the
            requirements of Section 5.4 hereof shall be subject to a right of
            first refusal. Company Stock acquired with the proceeds of an Exempt
            Loan, which is distributed to a Participant or Beneficiary, shall be
            subject to the right of first refusal provided for in paragraph (a)
            of this Section only so

                                       42
<Page>

            long as the Company Stock is not publicly traded. The term "publicly
            traded" refers to a securities exchange registered under Section 6
            of the Securities Exchange Act of 1934 (15 U.S.C. 78f) or that is
            quoted on a system sponsored by a national securities association
            registered under Section 15A(b) of the Securities Exchange Act (15
            U.S.C. 780). In addition, in the case of Company Stock which was
            acquired with the proceeds of a loan described in Section 5.4, the
            selling price and other terms under the right must not be less
            favorable to the seller than the greater of the value of the
            security determined under Section 6.2, or the purchase price and
            other terms offered by a buyer (other than the Employer or the Trust
            Fund), making a good faith offer to purchase the security. The right
            of first refusal must lapse no later than fourteen (14) days after
            the security holder gives notice to the holder of the right that an
            offer by a third party to purchase the security has been made. The
            right of first refusal shall comply with the provisions of
            paragraphs (a), (b) and (c) of this Section, except to the extent
            those provisions may conflict with the provisions of this paragraph.

7.10  STOCK CERTIFICATE LEGEND

            Certificates for shares distributed pursuant to the Plan shall
contain the following legend:

            "The shares represented by this certificate are transferable only
upon compliance with the terms of LOS ALAMOS NATIONAL BANK EMPLOYEE STOCK
OWNERSHIP PLAN effective as of January 1, 1998, which grants to Los Alamos
National Bank a right of first refusal, a copy of said Plan being on file in the
office of the Company."

7.11  PUT OPTION

                 (a)  If Company Stock which was not acquired with the proceeds
            of an Exempt Loan is distributed to a Participant and such Company
            Stock is not readily tradeable on an established securities market,
            a Participant has a right to require the Employer to repurchase the
            Company Stock distributed to such Participant under a fair valuation
            formula. Such Stock shall be subject to the provisions of Section
            7.11(c).

                 (b)  Company Stock which is acquired with the proceeds of an
            Exempt Loan and which is not publicly traded when distributed, or if
            it is subject to a trading limitation when distributed, must be
            subject to a put option. For purposes of this paragraph, a "trading
            limitation" on a Company Stock is a restriction under any Federal or
            State securities law or any regulation thereunder, or an agreement
            (not prohibited by Section 7.12) affecting the Company Stock which
            would make the Company Stock not as freely tradeable as stock not
            subject to such restriction.

                                       43
<Page>

                 (c)  The put option must be exercisable only by a Participant,
            by the Participant's donees, or by a person (including an estate or
            its distributee) to whom the Company Stock passes by reason of a
            Participant's death. (Under this paragraph Participant or Former
            Participant means a Participant or Former Participant and the
            beneficiaries of the Participant or Former Participant under the
            Plan.) The put option must permit a Participant to put the Company
            Stock to the Employer. Under no circumstances may the put option
            bind the Plan. However, it shall grant the Plan an option to assume
            the rights and obligations of the Employer at the time that the put
            option is exercised. If it is known at the time a loan is made that
            Federal or State law will be violated by the Employer honoring such
            put option, the put option must permit the Company Stock to be put,
            in a manner consistent with such law, to a third party (e.g., an
            affiliate of the Employer or a shareholder other than the Plan) that
            has substantial net worth at the time the loan is made and whose net
            worth is reasonably expected to remain substantial.

                      The put option shall commence as of the day following the
            date the Company Stock is distributed to the Former Participant and
            end 60 days thereafter and if not exercised within such 60-day
            period, an additional 60-day option shall commence on the first day
            of the fifth month of the Plan Year next following the date the
            stock was distributed to the Former Participant (or such other
            60-day period as provided in Regulations). However, in the case of
            Company Stock that is publicly traded without restrictions when
            distributed but ceases to be so traded within either of the 60-day
            periods described herein after distribution, the Employer must
            notify each holder of such Company Stock in writing on or before the
            tenth day after the date the Company Stock ceases to be so traded
            that for the remainder of the applicable 60-day period the Company
            Stock is subject to the put option. The number of days between the
            tenth day and the date on which notice is actually given, if later
            than the tenth day, must be added to the duration of the put option.
            The notice must inform distributees of the term of the put options
            that they are to hold. The terms must satisfy the requirements of
            this paragraph.

                      The put option is exercised by the holder notifying the
            Employer in writing that the put option is being exercised; the
            notice shall state the name and address of the holder and the number
            of shares to be sold. The period during which a put option is
            exercisable does not include any time when a distributee is unable
            to exercise it because the party bound by the put option is
            prohibited from honoring it by applicable Federal or State law. The
            price at which a put option must be exercisable is the value of the
            Company Stock determined in accordance with Section 6.2. Payment
            under the put option involving a "Total Distribution" shall be paid
            in substantially equal monthly, quarterly, semiannual or annual
            installments over a period certain beginning not later than thirty
            (30) days after the exercise of the put option and not extending
            beyond (5) years. The deferral of payment is reasonable if adequate
            security and a

                                       44
<Page>

            reasonable interest rate on the unpaid amounts are provided. The
            amount to be paid under the put option involving installment
            distributions must be paid not later than thirty (30) days after the
            exercise of the put option. Payment under a put option must not be
            restricted by the provisions of a loan or any other arrangement,
            including the terms of the Employer articles of incorporation,
            unless so required by applicable state law.

                      For purposes of this Section, "Total Distribution" means a
            distribution to a Participant or his Beneficiary within one taxable
            year of the entire Vested Participant's Account.

                 (d)  An arrangement involving the Plan that creates a put
            option must not provide for the issuance of put options other than
            as provided under this Section. The Plan (and the Trust Fund) must
            not otherwise obligate itself to acquire Company Stock from a
            particular holder thereof at an indefinite time determined upon the
            happening of an event such as the death of the holder.

7.12  NONTERMINABLE PROTECTIONS AND RIGHTS

            No Company Stock, except as provided in Section 7.10 and Section
7.11(b), acquired with the proceeds of a loan described in Section 5.4 hereof
may be subject to a put, call, or other option, or buy-sell or similar
arrangement when held by and when distributed from the Trust Fund, whether or
not the Plan is then an ESOP. The protections and rights granted in this Section
are nonterminable, and such protections and rights shall continue to exist under
the terms of this Plan so long as any Company Stock acquired with the proceeds
of a loan described in Section 5.4 hereof is held by the Trust Fund or by any
Participant or other person for whose benefit such protections and rights have
been created, and neither the repayment of such loan nor the failure of the Plan
to be an ESOP, nor an amendment of the Plan shall cause a termination of said
protections and rights.

7.13  QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

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

                                       45
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                                  ARTICLE VIII
                                    TRUSTEE

8.1   BASIC RESPONSIBILITIES OF THE TRUSTEE

                 (a)  The Trustee shall have the following categories of
            responsibilities:

                 (1)  Consistent with the "funding policy and method" determined
                 by the Employer, to invest, manage, and control the Plan assets
                 subject, however, to the direction of a Participant with
                 respect to his Participant Directed Accounts, the Employer or
                 an Investment Manager appointed by the Employer or any agent of
                 the Employer;

                 (2)  At the direction of the Administrator, to pay benefits
                 required under the Plan to be paid to Participants, or, in the
                 event of their death, to their Beneficiaries; and

                 (3)  To maintain records of receipts and disbursements and
                 furnish to the Employer and/or Administrator for each Plan Year
                 a written annual report per Section 8.7.

                 (b)  In the event that the Trustee shall be directed by a
            Participant (pursuant to the Participant Direction Procedures), or
            the Employer, or an Investment Manager or other agent appointed by
            the Employer with respect to the investment of any or all Plan
            assets, the Trustee shall have no liability with respect to the
            investment of such assets, but shall be responsible only to execute
            such investment instructions as so directed.

                 (1)  The Trustee shall be entitled to rely fully on the written
                 instructions of a Participant (pursuant to the Participant
                 Direction Procedures), or the Employer, or any Fiduciary or
                 nonfiduciary agent of the Employer, in the discharge of such
                 duties, and shall not be liable for any loss or other
                 liability, resulting from such direction (or lack of direction)
                 of the investment of any part of the Plan assets.

                 (2)  The Trustee may delegate the duty to execute such
                 instructions to any nonfiduciary agent, which may be an
                 affiliate of the Trustee or any Plan representative.

                 (3)  The Trustee may refuse to comply with any direction from
                 the Participant in the event the Trustee, in its sole and
                 absolute discretion, deems such directions improper by virtue
                 of applicable law. The Trustee shall not be responsible or
                 liable for any loss or expense which may result from the
                 Trustee's refusal or failure to comply with any directions from
                 the Participant.

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                 (4)  Any costs and expenses related to compliance with the
                 Participant's directions shall be borne by the Participant's
                 Directed Account, unless paid by the Employer.

                 (c)  If there shall be more than one Trustee, they shall act by
            a majority of their number, but may authorize one or more of them to
            sign papers on their behalf.

8.2   INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

                 (a)  The Trustee shall invest and reinvest the Trust Fund to
            keep the Trust Fund invested without distinction between principal
            and income and in such securities or property, real or personal,
            wherever situated, as the Trustee shall deem advisable, including,
            but not limited to, stocks, common or preferred, bonds and other
            evidences of indebtedness or ownership, and real estate or any
            interest therein. The Trustee shall at all times in making
            investments of the Trust Fund consider, among other factors, the
            short and long-term financial needs of the Plan on the basis of
            information furnished by the Employer. In making such investments,
            the Trustee shall not be restricted to securities or other property
            of the character expressly authorized by the applicable law for
            trust investments; however, the Trustee shall give due regard to any
            limitations imposed by the Code or the Act so that at all times the
            Plan may qualify as an Employee Stock Ownership Plan and Trust.

                 (b)  The Trustee may employ a bank or trust company pursuant to
            the terms of its usual and customary bank agency agreement, under
            which the duties of such bank or trust company shall be of a
            custodial, clerical and record-keeping nature.

                 (c)  The Trustee may from time to time transfer to a common,
            collective, pooled trust fund or money market fund maintained by any
            corporate Trustee or affiliate thereof hereunder, all or such part
            of the Trust Fund as the Trustee may deem advisable, and such part
            or all of the Trust Fund so transferred shall be subject to all the
            terms and provisions of the common, collective, pooled trust fund or
            money market fund which contemplate the commingling for investment
            purposes of such trust assets with trust assets of other trusts. The
            Trustee may transfer any part of the Trust Fund intended for
            temporary investment of cash balances to a money market fund
            maintained by Los Alamos National Bank Trust or its affiliates. The
            Trustee may, from time to time, withdraw from such common,
            collective, pooled trust fund or money market fund all or such part
            of the Trust Fund as the Trustee may deem advisable.

                 (d)  In the event the Trustee invests any part of the Trust
            Fund, pursuant to the directions of the Administrator, in any shares
            of stock issued by the Employer, and the Administrator thereafter
            directs the Trustee to dispose of such investment, or any part
            thereof, under

                                       47
<Page>

            circumstances which, in the opinion of counsel for the Trustee,
            require registration of the securities under the Securities Act of
            1933 and/or qualification of the securities under the Blue Sky laws
            of any state or states, then the Employer at its own expense, will
            take or cause to be taken any and all such action as may be
            necessary or appropriate to effect such registration and/or
            qualification.

 8.3  OTHER POWERS OF THE TRUSTEE

            The Trustee, in addition to all powers and authorities under common
law, statutory authority, including the Act, and other provisions of the Plan,
shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:

                 (a)  To purchase, or subscribe for, any securities or other
            property and to retain the same. In conjunction with the purchase of
            securities, margin accounts may be opened and maintained;

                 (b)  To sell, exchange, convey, transfer, grant options to
            purchase, or otherwise dispose of any securities or other property
            held by the Trustee, by private contract or at public auction. No
            person dealing with the Trustee shall be bound to see to the
            application of the purchase money or to inquire into the validity,
            expediency, or propriety of any such sale or other disposition, with
            or without advertisement;

                 (c)  To vote upon any stocks, bonds, or other securities; to
            give general or special proxies or powers of attorney with or
            without power of substitution; to exercise any conversion
            privileges, subscription rights or other options, and to make any
            payments incidental thereto; to oppose, or to consent to, or
            otherwise participate in, corporate reorganizations or other changes
            affecting corporate securities, and to delegate discretionary
            powers, and to pay any assessments or charges in connection
            therewith; and generally to exercise any of the powers of an owner
            with respect to stocks, bonds, securities, or other property.
            However, the Trustee shall not vote proxies relating to securities
            for which it has not been assigned full investment management
            responsibilities. In those cases where another party has such
            investment authority or discretion, the Trustee will deliver all
            proxies to said party who will then have full responsibility for
            voting those proxies;

                 (d)  To cause any securities or other property to be registered
            in the Trustee's own name or in the name of one or more of the
            Trustee's nominees, and to hold any investments in bearer form, but
            the books and records of the Trustee shall at all times show that
            all such investments are part of the Trust Fund;

                 (e)  To borrow or raise money for the purposes of the Plan in
            such amount, and upon such terms and conditions, as the Trustee
            shall deem advisable; and for any sum so borrowed, to issue a
            promissory note

                                       48
<Page>

            as Trustee, and to secure the repayment thereof by pledging all, or
            any part, of the Trust Fund; and no person lending money to the
            Trustee shall be bound to see to the application of the money lent
            or to inquire into the validity, expediency, or propriety of any
            borrowing;

                 (f)  To keep such portion of the Trust Fund in cash or cash
            balances as the Trustee may, from time to time, deem to be in the
            best interests of the Plan, without liability for interest thereon;

                 (g)  To accept and retain for such time as the Trustee may deem
            advisable any securities or other property received or acquired as
            Trustee hereunder, whether or not such securities or other property
            would normally be purchased as Investments hereunder;

                 (h)  To make, execute, acknowledge, and deliver any and all
            documents of transfer and conveyance and any and all other
            instruments that may be necessary or appropriate to carry out the
            powers herein granted;

                 (i)  To settle, compromise, or submit to arbitration any
            claims, debts, or damages due or owing to or from the Plan, to
            commence or defend suits or legal or administrative proceedings, and
            to represent the Plan in all suits and legal and administrative
            proceedings;

                 (j)  To employ suitable agents and counsel and to pay their
            reasonable expenses and compensation, and such agent or counsel may
            or may not be agent or counsel for the Employer;

                 (k)  To apply for and procure from responsible insurance
            companies, to be selected by the Administrator, as an investment of
            the Trust Fund such annuity, or other Contracts (on the life of any
            Participant) as the Administrator shall deem proper; to exercise, at
            any time or from time to time, whatever rights and privileges may be
            granted under such annuity, or other Contracts; to collect, receive,
            and settle for the proceeds of all such annuity or other Contracts
            as and when entitled to do so under the provisions thereof;

                 (l)  To invest funds of the Trust in time deposits or savings
            accounts bearing a reasonable rate of interest in the Trustee's
            bank;

                 (m)  To invest in Treasury Bills and other forms of United
            States government obligations;

                 (n)  To invest in shares of investment companies registered
            under the Investment Company Act of 1940, including any money market
            fund advised by or offered through Los Alamos National Bank Trust;

                                       49
<Page>

                 (o)  To deposit monies in federally insured savings accounts or
            certificates of deposit in banks or savings and loan associations;

                 (p)  To vote Company Stock as provided in Section 8.4;

                 (q)  To consent to or otherwise participate in reorganizations,
            recapitalizations, consolidations, mergers and similar transactions
            with respect to Company Stock or any other securities and to pay any
            assessments or charges in connection therewith;

                 (r)  To deposit such Company Stock (but only if such deposit
            does not violate the provisions of Section 8.4 hereof) or other
            securities in any voting trust, or with any protective or like
            committee, or with a trustee or with depositories designated
            thereby;

                 (s)  To sell or exercise any options, subscription rights and
            conversion privileges and to make any payments incidental thereto;

                 (t)  To exercise any of the powers of an owner, with respect to
            such Company Stock and other securities or other property comprising
            the Trust Fund. The Administrator, with the Trustee's approval, may
            authorize the Trustee to act on any administrative matter or class
            of matters with respect to which direction or instruction to the
            Trustee by the Administrator is called for hereunder without
            specific direction or other instruction from the Administrator;

                 (u)  To sell, purchase and acquire put or call options if the
            options are traded on and purchased through a national securities
            exchange registered under the Securities Exchange Act of 1934, as
            amended, or, if the options are not traded on a national securities
            exchange, are guaranteed by a member firm of the New York Stock
            Exchange;

                 (v)  To appoint a nonfiduciary agent or agents to assist the
            Trustee in carrying out any investment instructions of Participants
            and of any Investment Manager or Fiduciary, and to compensate such
            agent(s) from the assets of the Plan, to the extent not paid by the
            Employer;

                 (w)  To do all such acts and exercise all such rights and
            privileges, although not specifically mentioned herein, as the
            Trustee may deem necessary to carry out the purposes of the Plan.

8.4   VOTING COMPANY STOCK

            The Trustee shall vote all Company Stock held by it as part of the
Plan assets. Provided, however, that if any agreement entered into by the Trust
provides for voting of any shares of Company Stock pledged as security for any
obligation of the Plan, then such shares of Company Stock shall be voted in
accordance with such agreement. If

                                       50
<Page>

the Trustee does not timely receive voting directions from a Participant or
Beneficiary with respect to any Company Stock allocated to that Participant's or
Beneficiary's Company Stock Account, the Trustee shall vote such Company Stock.

            Notwithstanding the foregoing, if the Employer has a
registration-type class of securities or, with respect to Company Stock acquired
by, or transferred to, the Plan in connection with a securities acquisition loan
(as defined in Code Section 133(b)) after July 10, 1989, each Participant or
Beneficiary shall be entitled to direct the Trustee as to the manner in which
the Company Stock which is entitled to vote and which is allocated to the
Company Stock Account of such Participant or Beneficiary is to be voted. If the
Employer does not have a registration-type class of securities, with respect to
Company Stock other than Company Stock acquired by, or transferred to, the Plan
in connection with a securities acquisition loan (as defined in Code Section
133(b)) after July 10, 1989, each Participant or Beneficiary in the Plan shall
be entitled to direct the Trustee as to the manner in which voting rights on
shares of Company Stock which are allocated to the Company Stock Account of such
Participant or Beneficiary are to be exercised with respect to any corporate
matter which involves the voting of such shares with respect to the approval or
disapproval of any corporate merger or consolidation, recapitalization,
reclassification, liquidation, dissolution, sale of substantially all assets of
a trade or business, or such similar transaction as prescribed in Regulations.
For purposes of this Section the term "registration-type class of securities"
means: (A) a class of securities required to be registered under Section 12 of
the Securities Exchange Act of 1934; and (B) a class of securities which would
be required to be so registered except for the exemption from registration
provided in subsection (g)(2)(H) of such Section 12.

            If the Employer does not have a registration-type class of
securities and the by-laws of the Employer require the Plan to vote an issue in
a manner that reflects a one-man, one-vote philosophy, each Participant or
Beneficiary shall be entitled to cast one vote on an issue and the Trustee shall
vote the shares held by the Plan in proportion to the results of the votes cast
on the issue by the Participants and Beneficiaries.

 8.5  DUTIES OF THE TRUSTEE REGARDING PAYMENTS

                 (a)  The Trustee shall make distributions from the Trust Fund
            at such times and in such numbers of shares or other units of
            Company Stock and amounts of cash to or for the benefit of the
            person entitled thereto under the Plan as the Administrator directs
            in writing. Any undistributed part of a Participant's interest in
            his accounts shall be retained in the Trust Fund until the
            Administrator directs its distribution. Where distribution is
            directed in Company Stock, the Trustee shall cause an appropriate
            certificate to be issued to the person entitled thereto and mailed
            to the address furnished it by the Administrator. Any portion of a
            Participant's Account to be distributed in cash shall be paid by the
            Trustee mailing its check to the same person at the same address. If
            a dispute arises as to who is entitled to or should receive any
            benefit or payment, the Trustee may withhold or cause to be withheld
            such payment until the dispute has been resolved.

                                       51
<Page>

                 (b)  As directed by the Administrator, the Trustee shall make
            payments out of the Trust Fund. Such directions or instructions need
            not specify the purpose of the payments so directed and the Trustee
            shall not be responsible in any way respecting the purpose or
            propriety of such payments except as mandated by the Act.

                 (c)  In the event that any distribution or payment directed by
            the Administrator shall be mailed by the Trustee to the person
            specified in such direction at the latest address of such person
            filed with the Administrator, and shall be returned to the Trustee
            because such person cannot be located at such address, the Trustee
            shall promptly notify the Administrator of such return. Upon the
            expiration of sixty (60) days after such notification, such
            direction shall become void and unless and until a further direction
            by the Administrator is received by the Trustee with respect to such
            distribution or payment, the Trustee shall thereafter continue to
            administer the Trust as if such direction had not been made by the
            Administrator. The Trustee shall not be obligated to search for or
            ascertain the whereabouts of any such person.

8.6   TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

            The Trustee shall be paid such reasonable compensation as shall from
time to time be agreed upon in writing by the Employer and the Trustee. An
individual serving as Trustee who already receives full-time pay from the
Employer shall not receive compensation from the Plan. In addition, the Trustee
shall be reimbursed for any reasonable expenses, including reasonable counsel
fees incurred by it as Trustee. Such compensation and expenses shall be paid
from the Trust Fund unless paid or advanced by the Employer. All taxes of any
kind and all kinds whatsoever that may be levied or assessed under existing or
future laws upon, or in respect of, the Trust Fund or the income thereof, shall
be paid from the Trust Fund.

8.7   ANNUAL REPORT OF THE TRUSTEE

            Within a reasonable period of time after the later of the
Anniversary Date or receipt of the Employer contribution for each Plan Year, the
Trustee shall furnish to the Employer and Administrator a written statement of
account with respect to the Plan Year for which such contribution was made
setting forth:

                 (a)  the net income, or loss, of the Trust Fund;

                 (b)  the gains, or losses, realized by the Trust Fund upon
            sales or other disposition of the assets;

                 (c)  the increase, or decrease, in the value of the Trust Fund;

                 (d)  all payments and distributions made from the Trust Fund;
            and

                                       52
<Page>

                 (e)  such further information as the Trustee and/or
            Administrator deems appropriate. The Employer, forthwith upon its
            receipt of each such statement of account, shall acknowledge receipt
            thereof in writing and advise the Trustee and/or Administrator of
            its approval or disapproval thereof. Failure by the Employer to
            disapprove any such statement of account within thirty (30) days
            after its receipt thereof shall be deemed an approval thereof. The
            approval by the Employer of any statement of account shall be
            binding as to all matters embraced therein as between the Employer
            and the Trustee to the same extent as if the account of the Trustee
            had been settled by judgment or decree in an action for a judicial
            settlement of its account in a court of competent jurisdiction in
            which the Trustee, the Employer and all persons having or claiming
            an interest in the Plan were parties; provided, however, that
            nothing herein contained shall deprive the Trustee of its right to
            have its accounts judicially settled if the Trustee so desires.

8.8   AUDIT

                 (a)  If an audit of the Plan's records shall be required by the
            Act and the regulations thereunder for any Plan Year, the
            Administrator shall direct the Trustee to engage on behalf of all
            Participants an independent qualified public accountant for that
            purpose. Such accountant shall, after an audit of the books and
            records of the Plan in accordance with generally accepted auditing
            standards, within a reasonable period after the close of the Plan
            Year, furnish to the Administrator and the Trustee a report of his
            audit setting forth his opinion as to whether any statements,
            schedules or lists that are required by Act Section 103 or the
            Secretary of Labor to be filed with the Plan's annual report, are
            presented fairly in conformity with generally accepted accounting
            principles applied consistently. All auditing and accounting fees
            shall be an expense of and may, at the election of the
            Administrator, be paid from the Trust Fund.

                 (b)  If some or all of the information necessary to enable the
            Administrator to comply with Act Section 103 is maintained by a
            bank, insurance company, or similar institution, regulated and
            supervised and subject to periodic examination by a state or federal
            agency, it shall transmit and certify the accuracy of that
            information to the Administrator as provided in Act Section 103(b)
            within one hundred twenty (120) days after the end of the Plan Year
            or by such other date as may be prescribed under regulations of the
            Secretary of Labor.

8.9   RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

                 (a)  The Trustee may resign at any time by delivering to the
            Employer, at least thirty (30) days before its effective date, a
            written notice of his resignation.

                                       53
<Page>

                 (b)  The Employer may remove the Trustee by mailing by
            registered or certified mail, addressed to such Trustee at his last
            known address, at least thirty (30) days before its effective date,
            a written notice of his removal.

                 (c)  Upon the death, resignation, incapacity, or removal of any
            Trustee, a successor may be appointed by the Employer; and such
            successor, upon accepting such appointment in writing and delivering
            same to the Employer, shall, without further act, become vested with
            all the estate, rights, powers, discretions, and duties of his
            predecessor with like respect as if he were originally named as a
            Trustee herein. Until such a successor is appointed, the remaining
            Trustee or Trustees shall have full authority to act under the terms
            of the Plan.

                 (d)  The Employer may designate one or more successors prior to
            the death, resignation, incapacity, or removal of a Trustee. In the
            event a successor is so designated by the Employer and accepts such
            designation, the successor shall, without further act, become vested
            with all the estate, rights, powers, discretions, and duties of his
            predecessor with the like effect as if he were originally named as
            Trustee herein immediately upon the death, resignation, incapacity,
            or removal of his predecessor.

                 (e)  Whenever any Trustee hereunder ceases to serve as such, he
            shall furnish to the Employer and Administrator a written statement
            of account with respect to the portion of the Plan Year during which
            he served as Trustee. This statement shall be either (i) included as
            part of the annual statement of account for the Plan Year required
            under Section 8.7 or (ii) set forth in a special statement. Any such
            special statement of account should be rendered to the Employer no
            later than the due date of the annual statement of account for the
            Plan Year. The procedures set forth in Section 8.7 for the approval
            by the Employer of annual statements of account shall apply to any
            special statement of account rendered hereunder and approval by the
            Employer of any such special statement in the manner provided in
            Section 8.7 shall have the same effect upon the statement as the
            Employer's approval of an annual statement of account. No successor
            to the Trustee shall have any duty or responsibility to investigate
            the acts or transactions of any predecessor who has rendered all
            statements of account required by Section 8.7 and this subparagraph.

8.10  TRANSFER OF INTEREST

            Notwithstanding any other provision contained in this Plan, the
Trustee at the direction of the Administrator shall transfer the Vested
interest, if any, of such Participant in his account to another trust forming
part of a pension, profit sharing or stock bonus plan maintained by such
Participant's new employer and represented by said employer in writing as
meeting the requirements of Code Section 401(a), provided that the trust to
which such transfers are made permits the transfer to be made.

                                       54
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8.11    DIRECT ROLLOVER

                 (a)  Notwithstanding any provision of the Plan to the contrary
            that would otherwise limit a distributee's election under this
            Section, a distributee may elect, at the time and in the manner
            prescribed by the Administrator, to have any portion of an eligible
            rollover distribution that is equal to at least $500 paid directly
            to an eligible retirement plan specified by the distributee in a
            direct rollover.

                 (b)  For purposes of this Section the following definitions
            shall apply:

                 (1)  An eligible rollover distribution is any distribution of
                 all or any portion of the balance to the credit of the
                 distributee, except that an eligible rollover distribution does
                 not include: any distribution that is one of a series of
                 substantially equal periodic payments (not less frequently than
                 annually) made for the life (or life expectancy) of the
                 distributee or the joint lives (or joint life expectancies) of
                 the distributee and the distributee's designated beneficiary,
                 or for a specified period of ten years or more; any
                 distribution to the extent such distribution is required under
                 Code Section 401(a)(9); the portion of any other distribution
                 that is not includible in gross income (determined without
                 regard to the exclusion for net unrealized appreciation with
                 respect to employer securities); and any other distribution
                 that is reasonably expected to total less than $200 during a
                 year.

                 (2)  An eligible retirement plan is 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 the surviving
                 spouse, an eligible retirement plan is an individual retirement
                 account or individual retirement annuity.

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

                 (4)  A direct rollover is a payment by the Plan to the eligible
                 retirement plan specified by the distributee.

                                       55
<Page>

                                   ARTICLE IX
                       AMENDMENT, TERMINATION AND MERGERS

9.1   AMENDMENT

                 (a)  The Employer shall have the right at any time to amend the
            Plan, subject to the limitations of this Section. However, any
            amendment which affects the rights, duties or responsibilities of
            the Trustee and Administrator, other than an amendment to remove the
            Trustee or Administrator, may only be made with the Trustee's and
            Administrator's written consent. Any such amendment shall become
            effective as provided therein upon its execution. The Trustee shall
            not be required to execute any such amendment unless the Trust
            provisions contained herein are a part of the Plan and the amendment
            affects the duties of the Trustee hereunder.

                 (b)  No amendment to the Plan shall be effective if it
            authorizes or permits any part of the Trust Fund (other than such
            part as is required to pay taxes and administration expenses) to be
            used for or diverted to any purpose other than for the exclusive
            benefit of the Participants or their Beneficiaries or estates; or
            causes any reduction in the amount credited to the account of any
            Participant; or causes or permits any portion of the Trust Fund to
            revert to or become property of the Employer.

                 (c)  Except as permitted by Regulations, no Plan amendment or
            transaction having the effect of a Plan amendment (such as a merger,
            plan transfer or similar transaction) shall be effective to the
            extent it eliminates or reduces any "Section 411(d)(6) protected
            benefit" or adds or modifies conditions relating to "Section
            411(d)(6) protected benefits" the result of which is a further
            restriction on such benefit unless such protected benefits are
            preserved with respect to benefits accrued as of the later of the
            adoption date or effective date of the amendment. "Section 411
            (d)(6) protected benefits" are benefits described in Code Section
            411(d)(6)(A), early retirement benefits and retirement-type
            subsidies, and optional forms of benefit.

                      In addition, no such amendment shall have the effect of
            terminating the protections and rights set forth in Section 7.12,
            unless such termination shall then be permitted under the applicable
            provisions of the Code and Regulations; such a termination is
            currently expressly prohibited by Regulation 54.4975-11 (a)(3)(ii).

9.2   TERMINATION

                 (a)  The Employer shall have the right at any time to terminate
            the Plan by delivering to the Trustee and Administrator written
            notice of such termination. Upon any full or partial termination,
            all amounts credited to the affected Participants' Accounts shall
            become 100% Vested as

                                       56
<Page>

            provided in Section 7.4 and shall not thereafter be subject to
            forfeiture, and all unallocated amounts shall be allocated to the
            accounts of all Participants in accordance with the provisions
            hereof.

                 (b)  Upon the full termination of the Plan, the Employer shall
            direct the distribution of the assets of the Trust Fund to
            Participants in a manner which is consistent with and satisfies the
            provisions of Sections 7.5 and 7.6. Except as permitted by
            Regulations, the termination of the Plan shall not result in the
            reduction of "Section 411(d)(6) protected benefits" in accordance
            with Section 9.1(c).

9.3   MERGER OR CONSOLIDATION

            This Plan and Trust may be merged or consolidated with, or its
assets and/or liabilities may be transferred to any other plan and trust only if
the benefits which would be received by a Participant of this Plan, in the event
of a termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any "Section 411(d)(6) protected
benefits" in accordance with Section 9.1(c).

                                    ARTICLE X
                                    TOP HEAVY

10.1  TOP HEAVY PLAN REQUIREMENTS

            For any Top Heavy Plan Year, the Plan shall provide the special
vesting requirements of Code Section 416(b) pursuant to Section 7.4 of the Plan
and the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4.3 of the Plan.

10.2  DETERMINATION OF TOP HEAVY STATUS

                 (a)  This Plan shall be a Top Heavy Plan for any Plan Year in
            which, as of the Determination Date, (1) the Present Value of
            Accrued Benefits of Key Employees and (2) the sum of the Aggregate
            Accounts of Key Employees under this Plan and all plans of an
            Aggregation Group, exceeds sixty percent (60%) of the Present Value
            of Accrued Benefits and the Aggregate Accounts of all Key and
            Non-Key Employees under this Plan and all plans of an Aggregation
            Group.

                      If any Participant is a Non-Key Employee for any Plan
            Year, but such Participant was a Key Employee for any prior Plan
            Year, such Participant's Present Value of Accrued Benefit and/or
            Aggregate Account balance shall not be taken into account for
            purposes of determining whether this Plan is a Top Heavy or Super
            Top Heavy Plan (or whether any Aggregation Group which includes this
            Plan is a Top Heavy Group). In

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            addition, if a Participant or Former Participant has not performed
            any services for any Employer maintaining the Plan at any time
            during the five year period ending on the Determination Date, any
            accrued benefit for such Participant or Former Participant shall not
            be taken into account for the purposes of determining whether this
            Plan is a Top Heavy or Super Top Heavy Plan.

                 (b)  This Plan shall be a Super Top Heavy Plan for any Plan
            Year in which, as of the Determination Date, (1) the Present Value
            of Accrued Benefits of Key Employees and (2) the sum of the
            Aggregate Accounts of Key Employees under this Plan and all plans of
            an Aggregation Group, exceeds ninety percent (90%) of the Present
            Value of Accrued Benefits and the Aggregate Accounts of all Key and
            Non-Key Employees under this Plan and all plans of an Aggregation
            Group.

                 (c)  Aggregate Account: A Participant's Aggregate Account as of
            the Determination Date is the sum of:

                 (1)  his Participant's Account balance as of the most recent
                 valuation occurring within a twelve (12) month period ending on
                 the Determination Date;

                 (2) an adjustment for any contributions due as of the
                 Determination Date. Such adjustment shall be the amount of any
                 contributions actually made after the Valuation Date but due on
                 or before the Determination Date, except for the first Plan
                 Year when such adjustment shall also reflect the amount of any
                 contributions made after the Determination Date that are
                 allocated as of a date in that first Plan Year.

                 (3)  any Plan distributions made within the Plan Year that
                 includes the Determination Date or within the four (4)
                 preceding Plan Years. However, in the case of distributions
                 made after the Valuation Date and prior to the Determination
                 Date, such distributions are not included as distributions for
                 top heavy purposes to the extent that such distributions are
                 already included in the Participant's Aggregate Account balance
                 as of the Valuation Date. Notwithstanding anything herein to
                 the contrary, all distributions, including distributions under
                 a terminated plan which if it had not been terminated would
                 have been required to be included in an Aggregation Group, will
                 be counted. Further, distributions from the Plan (including the
                 cash value of life insurance policies) of a Participant's
                 account balance because of death shall be treated as a
                 distribution for the purposes of this paragraph.

                 (4)  any Employee contributions, whether voluntary or
                 mandatory. However, amounts attributable to tax deductible

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                 qualified voluntary employee contributions shall not be
                 considered to be a part of the Participant's Aggregate Account
                 balance.

                 (5)  with respect to unrelated rollovers and plan-to-plan
                 transfers (ones which are both initiated by the Employee and
                 made from a plan maintained by one employer to a plan
                 maintained by another employer), if this Plan provides the
                 rollovers or plan-to-plan transfers, it shall always consider
                 such rollovers or plan-to-plan transfers as a distribution for
                 the purposes of this Section. If this Plan is the plan
                 accepting such rollovers or plan-to-plan transfers, it shall
                 not consider such rollovers or plan-to-plan transfers as part
                 of the Participant's Aggregate Account balance.

                 (6)  with respect to related rollovers and plan-to-plan
                 transfers (ones either not initiated by the Employee or made to
                 a plan maintained by the same employer), if this Plan provides
                 the rollover or plan-to-plan transfer, it shall not be counted
                 as a distribution for purposes of this Section. If this Plan is
                 the plan accepting such rollover or plan-to-plan transfer, it
                 shall consider such rollover or plan-to-plan transfer as part
                 of the Participant's Aggregate Account balance, irrespective of
                 the date on which such rollover or plan-to-plan transfer is
                 accepted.

                 (7)  For the purposes of determining whether two employers are
                 to be treated as the same employer in (5) and (6) above, all
                 employers aggregated under Code Section 414(b), (c), (m) and
                 (o) are treated as the same employer.

                 (d)  "Aggregation Group" means either a Required Aggregation
            Group or a Permissive Aggregation Group as hereinafter determined.

                 (1)  Required Aggregation Group: In determining a Required
                 Aggregation Group hereunder, each plan of the Employer in which
                 a Key Employee is a participant in the Plan Year containing the
                 Determination Date or any of the four preceding Plan Years, and
                 each other plan of the Employer which enables any plan in which
                 a Key Employee participates to meet the requirements of Code
                 Sections 401 (a)(4) or 410, will be required to be aggregated.
                 Such group shall be known as a Required Aggregation Group.

                 In the case of a Required Aggregation Group, each plan in the
                 group will be considered a Top Heavy Plan if the Required
                 Aggregation Group is a Top Heavy Group. No plan in the Required
                 Aggregation Group will be considered a Top Heavy Plan if the
                 Required Aggregation Group is not a Top Heavy Group.

                 (2)  Permissive Aggregation Group: The Employer may also
                 include any other plan not required to be included in the
                 Required

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                 Aggregation Group, provided the resulting group, taken as a
                 whole, would continue to satisfy the provisions of Code
                 Sections 401 (a)(4) and 410. Such group shall be known as a
                 Permissive Aggregation Group.

                 In the case of a Permissive Aggregation Group, only a plan that
                 is part of the Required Aggregation Group will be considered a
                 Top Heavy Plan if the Permissive Aggregation Group is a Top
                 Heavy Group. No plan in the Permissive Aggregation Group will
                 be considered a Top Heavy Plan if the Permissive Aggregation
                 Group is not a Top Heavy Group.

                 (3)  Only those plans of the Employer in which the
                 Determination Dates fall within the same calendar year shall be
                 aggregated in order to determine whether such plans are Top
                 Heavy Plans.

                 (4)  An Aggregation Group shall include any terminated plan of
                 the Employer if it was maintained within the last five (5)
                 years ending on the Determination Date.

                 (e)  "Determination Date" means (a) the last day of the
            preceding Plan Year, or (b) in the case of the first Plan Year, the
            last day of such Plan Year.

                 (f)  Present Value of Accrued Benefit: In the case of a defined
            benefit plan, the Present Value of Accrued Benefit for a Participant
            other than a Key Employee, shall be as determined using the single
            accrual method used for all plans of the Employer and Affiliated
            Employers, or if no such single method exists, using a method which
            results in benefits accruing not more rapidly than the slowest
            accrual rate permitted under Code Section 411(b)(1)(C). The
            determination of the Present Value of Accrued Benefit shall be
            determined as of the most recent Valuation Date that falls within or
            ends with the 12-month period ending on the Determination Date
            except as provided in Code Section 416 and the Regulations
            thereunder for the first and second plan years of a defined benefit
            plan.

                 (g)  Top Heavy Group" means an Aggregation Group in which, as
            of the Determination Date, the sum of:

                 (1)  the Present Value of Accrued Benefits of Key Employees
                 under all defined benefit plans included in the group, and

                 (2)  the Aggregate Accounts of Key Employees under all defined
                 contribution plans included in the group,

                      exceeds sixty percent (60%) of a similar sum determined
            for all Participants.

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                                   ARTICLE XI
                                 MISCELLANEOUS

11.1  PARTICIPANT'S RIGHTS

            This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall
be deemed to give any Participant or Employee the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.

11.2  ALIENATION

                 (a)  Subject to the exceptions provided below, no benefit which
            shall be payable out of the Trust Fund to any person (including a
            Participant or his Beneficiary) shall be subject in any manner to
            anticipation, alienation, sale, transfer, assignment, pledge,
            encumbrance, or charge, and any attempt to anticipate, alienate,
            sell, transfer, assign, pledge, encumber, or charge the same shall
            be void; and no such benefit shall in any manner be liable for, or
            subject to, the debts, contracts, liabilities, engagements, or torts
            of any such person, nor shall it be subject to attachment or legal
            process for or against such person, and the same shall not be
            recognized by the Trustee, except to such extent as may be required
            by law.

                 (b)  This provision shall not apply to a "qualified domestic
            relations order" defined in Code Section 414(p), and those other
            domestic relations orders permitted to be so treated by the
            Administrator under the provisions of the Retirement Equity Act of
            1984. The Administrator shall establish a written procedure to
            determine the qualified status of domestic relations orders and to
            administer distributions under such qualified orders. Further, to
            the extent provided under a "qualified domestic relations order," a
            former spouse of a Participant shall be treated as the spouse or
            surviving spouse for all purposes under the Plan.

                      Notwithstanding any provision of this Section to the
            contrary, an offset to a Participant's accrued benefit against an
            amount that the Participant is ordered or required to pay the Plan
            with respect to a judgment, order, or decree issued, or a settlement
            entered into, on or after August 5, 1997, shall be permitted in
            accordance with Code Sections 401(a)(13)(C)and(D).

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11.3  CONSTRUCTION OF PLAN

            This Plan and Trust shall be construed and enforced according to the
Act and the laws of the State of New Mexico, other than its laws respecting
choice of law, to the extent not preempted by the Act.

11.4  GENDER AND NUMBER

            Wherever any words are used herein in the masculine, feminine or
neuter gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are used
herein in the singular or plural form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.

11.5  LEGAL ACTION

            In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee, the Employer or
the Administrator may be a party, and such claim, suit, or proceeding is
resolved in favor of the Trustee, the Employer or the Administrator, they shall
be entitled to be reimbursed from the Trust Fund for any and all costs,
attorney's fees, and other expenses pertaining thereto incurred by them for
which they shall have become liable.

11.6  PROHIBITION AGAINST DIVERSION OF FUNDS

                 (a)  Except as provided below and otherwise specifically
            permitted by law, it shall be impossible by operation of the Plan or
            of the Trust, by termination of either, by power of revocation or
            amendment, by the happening of any contingency, by collateral
            arrangement or by any other means, for any part of the corpus or
            income of any trust fund maintained pursuant to the Plan or any
            funds contributed thereto to be used for, or diverted to, purposes
            other than the exclusive benefit of Participants, Retired
            Participants, or their Beneficiaries.

                 (b)  In the event the Employer shall make an excessive
            contribution under a mistake of fact pursuant to Act Section
            403(c)(2)(A), the Employer may demand repayment of such excessive
            contribution at any time within one (1) year following the time of
            payment and the Trustees shall return such amount to the Employer
            within the one (1) year period. Earnings of the Plan attributable to
            the excess contributions may not be returned to the Employer but any
            losses attributable thereto must reduce the amount so returned.

11.7  BONDING

            Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an amount not
less than 10% of the amount of the funds such Fiduciary handles; provided,
however, that the

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minimum bond shall be $1,000 and the maximum bond, $500,000. The amount of funds
handled shall be determined at the beginning of each Plan Year by the amount of
funds handled by such person, group, or class to be covered and their
predecessors, if any, during the preceding Plan Year, or if there is no
preceding Plan Year, then by the amount of the funds to be handled during the
then current year. The bond shall provide protection to the Plan against any
loss by reason of acts of fraud or dishonesty by the Fiduciary alone or in
connivance with others. The surety shall be a corporate surety company (as such
term is used in Act Section 412(a)(2)), and the bond shall be in a form approved
by the Secretary of Labor. Notwithstanding anything in the Plan to the contrary,
the cost of such bonds shall be an expense of and may, at the election of the
Administrator, be paid from the Trust Fund or by the Employer.

11.8  EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

            Neither the Employer, the Administrator, nor the Trustee, nor their
successors shall be responsible for the validity of any Contract issued
hereunder or for the failure on the part of the insurer to make payments
provided by any such Contract, or for the action of any person which may delay
payment or render a Contract null and void or unenforceable in whole or in part.

11.9  INSURER'S PROTECTIVE CLAUSE

            Any insurer who shall issue Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of
this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the insurer.

11.10 RECEIPT AND RELEASE FOR PAYMENTS

            Any payment to any Participant, his legal representative,
Beneficiary, or to any guardian or committee appointed for such Participant or
Beneficiary in accordance with the provisions of the Plan, shall, to the extent
thereof, be in full satisfaction of all claims hereunder against the Trustee and
the Employer, either of whom may require such Participant, legal representative,
Beneficiary, guardian or committee, as a condition precedent to such payment, to
execute a receipt and release thereof in such form as shall be determined by the
Trustee or Employer.

11.11 ACTION BY THE EMPLOYER

            Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

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11.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

            The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator and (3) the Trustee. The named Fiduciaries shall have only those
specific powers, duties, responsibilities, and obligations as are specifically
given them under the Plan or as accepted by or assigned to them pursuant to any
procedure provided under the Plan, including but not limited to any agreement
allocating or delegating their responsibilities, the terms of which are
incorporated herein by reference. In general, unless otherwise indicated herein
or pursuant to such agreements, the Employer shall have the duties specified in
Article II hereof, as the same may be allocated or delegated thereunder,
including but not limited to the responsibility for making the contributions
provided for under Section 4.1; and shall have the authority to appoint and
remove the Trustee and the Administrator; to formulate the Plan's "funding
policy and method"; and to amend or terminate, in whole or in part, the Plan.
The Administrator shall have the responsibility for the administration of the
Plan, including but not limited to the items specified at Article II of the
Plan, as the same may be allocated or delegated thereunder. The Trustee shall
have the responsibility of management and control of the assets held under the
Trust, except to the extent directed pursuant to Article II or with respect to
those assets, the management of which has been assigned to an Investment
Manager, who shall be solely responsible for the management of the assets
assigned to it, all as specifically provided in the Plan and any agreement with
the Trustee. Each named Fiduciary warrants that any directions given,
information furnished, or action taken by it shall be in accordance with the
provisions of the Plan, authorizing or providing for such direction, information
or action. Furthermore, each named Fiduciary may rely upon any such direction,
information or action of another named Fiduciary as being proper under the Plan,
and is not required under the Plan to inquire into the propriety of any such
direction, information or action. It is intended under the Plan that each named
Fiduciary shall be responsible for the proper exercise of its own powers,
duties, responsibilities and obligations under the Plan as specified or
allocated herein. No named Fiduciary shall guarantee the Trust Fund in any
manner against investment loss or depreciation in asset value. Any person or
group may serve in more than one Fiduciary capacity. In the furtherance of their
responsibilities hereunder, the "named Fiduciaries" shall be empowered to
interpret the Plan and Trust and to resolve ambiguities, inconsistencies and
omissions, which findings shall be binding, final and conclusive.

11.13 HEADINGS

            The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.

11.14 APPROVAL BY INTERNAL REVENUE SERVICE

                 (a)  Notwithstanding anything herein to the contrary,
            contributions to this Plan are conditioned upon the initial
            qualification of the Plan under Code Section 401. If the Plan
            receives an adverse determination with respect to its initial
            qualification, then the Plan may return such contributions to the
            Employer within one year after such determination,

                                       64
<Page>

            provided the application for the determination is made by the time
            prescribed by law for filing the Employer's return for the taxable
            year in which the Plan was adopted, or such later date as the
            Secretary of the Treasury may prescribe.

                 (b)  Notwithstanding any provisions to the contrary, except
            Sections 3.5, 3.6, and 4.1(b), any contribution by the Employer to
            the Trust Fund Is conditioned upon the deductibility of the
            contribution by the Employer under the Code and, to the extent any
            such deduction is disallowed, the Employer may, within one (1) year
            following the disallowance of the deduction, demand repayment of
            such disallowed contribution and the Trustee shall return such
            contribution within one (1) year following the disallowance.
            Earnings of the Plan attributable to the excess contribution may not
            be returned to the Employer, but any losses attributable thereto
            must reduce the amount so returned.

11.15 UNIFORMITY

            All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.

11.16 SECURITIES AND EXCHANGE COMMISSION APPROVAL

            The Employer may request an interpretative letter from the
Securities and Exchange Commission stating that the transfers of Company Stock
contemplated hereunder do not involve transactions requiring a registration of
such Company Stock under the Securities Act of 1933. In the event that a
favorable interpretative letter is not obtained, the Employer reserves the right
to amend the Plan and Trust retroactively to their Effective Dates in order to
obtain a favorable interpretative letter or to terminate the Plan.

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            IN WITNESS WHEREOF, this Plan has been executed the day and year
first above written.

Signed, sealed, and delivered
in the presence of:

                                                 Los Alamos National Bank


                                                 By /s/ Bill Enloe
------------------------------------------          ----------------------------
                                                    EMPLOYER

/s/ M. Brenneman
-----------------------------------------
WITNESSES AS TO EMPLOYER


                                                 ATTEST /s/ C.M. Coburn-Smith
                                                         -----------------------

                                                 Los Alamos National Bank Trust


                                                 By /s/ Sharon H. Watson
------------------------------------------       ------------------------------
                                                 TRUSTEE

/s/ M. Brenneman
------------------------------------------
WITNESSES AS TO TRUSTEE


                                                  ATTEST /s/ C.M. Coburn-Smith
                                                        ------------------------

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