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                                                                    EXHIBIT 4(h)

                                 SOUTHTRUST CORPORATION
                          DISCOUNT STOCK PAYROLL PURCHASE PLAN

       The following constitute the provisions of the Discount Stock Payroll
Purchase Plan of SouthTrust Corporation.

1.                Purpose. The purpose of the Plan is to provide employees of
       the Company and its Designated Subsidiaries with an opportunity to
       purchase Common Stock of the Company through accumulated payroll
       deductions. It is the intention of the Company to have the Plan qualify
       as an "Employee Stock Purchase Plan" under Section 423 of the Code. The
       provisions of the Plan, accordingly, shall be construed so as to extend
       and limit participation in a manner consistent with the requirements of
       that section of the Code.

2.            Definitions.

       a.            "Board" shall mean the Board of Directors of the Company.

       b.            "Code" shall mean the Internal Revenue Code of 1986, as
              amended.

       c.            "Committee" shall mean the Human Resources Committee of the
              Board.

       d.            "Common Stock" shall mean the common stock, par value $2.50
              per share, of the Company.

       e.            "Company" shall mean SouthTrust Corporation, a Delaware
              corporation, and any Designated Subsidiary of the Company.

       f.            "Compensation" shall mean, the annualized rate of base
              straight time earnings as as determined on the first day of the
              Plan Year, but excludes payments for commissions, overtime, shift
              premium, incentive compensation, incentive payments, bonuses and
              other compensation.

       g.            "Continuous Service" shall mean the number of full years
              and completed months of continuous employment with the Company
              calculated from an Employee's last hire date to his date of
              severance of employment for any reason. Continuous Service shall
              not be broken and shall be credited for absences due to vacation,
              temporary sickness or injury, other paid or unpaid leaves of
              absence authorized by the Company and leaves of absence which
              would not cause an individual to cease to be an Employee.

       h.            "Designated Subsidiary" shall mean any Subsidiary which has
              been designated by the Board from time to time in its sole
              discretion as eligible to participate in the Plan.

       i.            "Employee" shall mean any individual who is an Employee of
              the Company for tax purposes whose customary employment with the
              Company is at least twenty (20) hours per week and more than five
              (5) months in any calendar year. For purposes of the Plan, the
              employment relationship shall be treated as continuing intact
              while the individual is on sick leave or other leave of absence
              approved by the Company. Where the period of leave


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              exceeds 180 days and the individual's right to reemployment is not
              guaranteed either by statute or by contract, the employment
              relationship shall be deemed to have terminated on the 181st day
              of such leave.

       j.            "Exercise Date" shall mean the last Trading Day of each
              Plan Year.

       k.            "Fair Market Value" shall mean, as of any date, the last
              sales price of the Common Stock as reported on the Automated
              Quotation System of the National Association of Securities
              Dealers, Inc. -- National Market System ("NASDAQ") on the date of
              such determination, as reported in The Wall Street Journal or such
              other source as the Committee deems reliable.

       l.            "Grant Date" shall mean the first Trading Day of each Plan
              Year.

       m.            "Plan" shall mean this Discount Stock Payroll Purchase
              Plan.

       n.            "Plan Year" shall mean the period of approximately twelve
              (12) months commencing on the first Trading Day on or after
              January 1st of each calendar year and terminating on the last
              Trading Day of each calendar year.

       o.            "Purchase Price" shall mean 85% of the Fair Market Value of
              a share of Common Stock on the Grant Date or on the Exercise Date,
              whichever is lower; provided however, that the Purchase Price may
              be adjusted by the Committee pursuant to Section 20.

       p.            "Subsidiary" shall mean a corporation, domestic or foreign,
              of which not less than 50% of the voting shares are held by the
              Company or a Subsidiary, whether or not such corporation now
              exists or is hereafter organized or acquired by the Company or a
              Subsidiary.

       q.            "Trading Day" shall mean a day on which NASDAQ is open for
              trading.

3.            Eligibility.

       a.            Subject to the limitations set forth herein, every Employee
              of the Company shall be eligible to participate in the Plan as of
              the Grant Date coincident with or immediately following his or her
              completion of at least two years of Continuous Service.

       b.            Any provisions of the Plan to the contrary notwithstanding,
              no Employee shall be granted an option under the Plan (i) to the
              extent that, immediately after the grant, such Employee (or any
              other person whose stock would be attributed to such Employee
              pursuant to Section 424(d) of the Code) would own capital stock of
              the Company and/or hold outstanding options to purchase such stock
              possessing five percent (5%) or more of the total combined voting
              power or value of all classes of the capital stock of the Company
              or of any Subsidiary, or (ii) to the extent that his or her rights
              to purchase stock under all employee stock purchase plans of the
              Company and its subsidiaries accrues at a rate which exceeds
              Twenty-Five Thousand Dollars ($25,000) worth of capital stock
              (determined at the fair market value of the shares at the time
              such option is granted) for each calendar year in which such
              option is outstanding at any time.


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4.            Plan Years. The Plan shall be implemented by consecutive Plan
       Years with a new Plan Year commencing on the first Trading Day on or
       after January 1st each year, or on such other date as the Committee shall
       determine, and continuing thereafter until terminated in accordance with
       Section 20 hereof.

5.            Participation.

       a.            An eligible Employee may become a participant in the Plan
              by completing an enrollment form authorizing payroll deductions in
              the form of Exhibit A to this Plan and filing it with the
              Company's payroll office. If an Employee is eligible to
              participate in the Plan before the first day of the Plan Year,
              such Employee will begin participating in the Plan on the Grant
              Date by filing the enrollment form in the payroll office prior to
              that date. If an Employee, who is eligible to participate in the
              Plan before the first day of the Plan Year, files an enrollment
              form after the Grant Date, such Employee will begin to participate
              in the Plan as soon as administratively possible, but not more
              than 30 days after the filing of the enrollment form.  If an
              Employee becomes eligible to participate in the Plan after the
              beginning of the Plan Year and files an enrollment form in the
              payroll office, such Employee's participation in the Plan will not
              commence until the following Plan Year.

       b.            Payroll deductions for a participant shall commence on the
              first payroll following the date the enrollment form is filed in
              the Company's payroll office and shall end on the last payroll in
              the Plan Year to which such authorization is applicable, unless
              sooner terminated by the participant as provided in Section 10
              hereof.

6.            Payroll Deductions.

       a.            At the time a participant files his or her enrollment form,
              he or she shall elect to have payroll deductions made on each pay
              day during the Plan Year. A participant may authorize payroll
              deductions in an amount not less than Twenty and No/100 Dollars
              ($20.00) per pay period and not more than ten percent (10%) of the
              participant's Compensation during the Plan Year. Notwithstanding
              the foregoing, the minimum amount which must be deducted from an
              eligible Employee's payroll during the Plan Year shall be Three
              Hundred and No/100 Dollars ($300.00) and the maximum amount which
              may be deducted from an eligible Employee's payroll during the
              Plan Year shall be equal to the lesser of (i) Twenty-Five Thousand
              and No/100 Dollars ($25,000.00), or (ii) Ten Percent (10%) of such
              eligible Employee's Compensation during the Plan Year.

       b.            All payroll deductions made for a participant shall be
              credited to his or her account under the Plan and shall be
              withheld in whole percentages or whole dollar amounts only.


       c.            A participant may discontinue his or her participation in
              the Plan as provided in Section 10 hereof, or may increase or
              decrease the rate of his or her payroll deductions during the Plan
              Year by completing or filing with the Company a new enrollment
              form authorizing a change in payroll deduction rate.  A
              participant may not change the payroll deduction rate more than
              two times in any one Plan Year. The Committee may, in its
              discretion, further limit the number of participation rate changes
              during any Plan Year. The change in rate shall be effective with
              the first full payroll period following five (5) business days
              after the Company's receipt of the new enrollment form unless the
              Company


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              elects to process a given change in participation more quickly. A
              participant's enrollment form shall remain in effect for
              successive Plan Years unless terminated as provided in Section 10
              hereof.

       d.            Notwithstanding the foregoing, to the extent necessary to
              comply with Section 423(b)(8) of the Code and Section 3(b) hereof,
              a participant's payroll deductions may be decreased to zero
              percent (0%) at any time during a Plan Year. Payroll deductions
              shall recommence at the rate provided in such participant's
              enrollment form at the beginning of the next Plan Year, unless
              terminated by the participant as provided in Section 10 hereof.

       e.            At the time the option is exercised, in whole or in part,
              or at the time some or all of the Company's Common Stock issued
              under the Plan is disposed of, the participant must make adequate
              provision for the Company's federal, state, or other tax
              withholding obligations, if any, which arise upon the exercise of
              the option or the disposition of the Common Stock or withdrawal
              from the Plan pursuant to Section 10 hereof. At any time, the
              Company may, but shall not be obligated to, withhold from the
              participant's Compensation the amount necessary for the Company to
              meet applicable withholding obligations, including any withholding
              required to make available to the Company any tax deductions or
              benefits attributable to sale or early disposition of Common Stock
              by the Employee.

7.            Grant of Option.  On the Grant Date of each Plan Year, each
       eligible Employee participating in such Plan Year shall be granted an
       option to purchase on each Exercise Date during such Plan Year (at the
       applicable Purchase Price) up to a number of shares of the Company's
       Common Stock determined by dividing such Employee's payroll deductions
       accumulated prior to such Exercise Date and retained in the participant's
       account as of the Exercise Date by the applicable Purchase Price;
       provided that such purchase shall be subject to the limitations set forth
       in Sections 3(b) and 13 hereof. The Committee may, in its absolute
       discretion, establish a maximum number of shares of the Company's Common
       Stock that an Employee may purchase during each Plan Year by giving
       written notice to participants of the establishment of such maximum prior
       to the effective date of such maximum. Exercise of the option shall occur
       as provided in Section 8 hereof, unless the participant has withdrawn
       pursuant to Section 10 hereof. The option shall expire on the last day of
       the Plan Year.

8.            Exercise of Option.

       a.            Unless a participant withdraws from the Plan as provided in
              Section 10 hereof, his or her option for the purchase of shares
              shall be exercised automatically on the Exercise Date, and the
              maximum number of full shares subject to option shall be
              purchased for such participant at the applicable Purchase Price
              with the accumulated payroll deductions in his or her account.
              No fractional shares shall be purchased; any payroll deductions
              accumulated in a participant's account which are not sufficient to
              purchase a full share shall be retained in the participant's
              account for the subsequent Plan Year, subject to earlier
              withdrawal by the participant as provided in Section 10 hereof.
              Any other monies left over in a participant's account after the
              Exercise Date shall be returned to the participant. During a
              participant's lifetime, a participant's option to purchase shares
              hereunder is exercisable only by him or her.


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       b.            If the Committee determines that, on a given Exercise Date,
              the number of shares with respect to which options are to be
              exercised may exceed (i) the number of shares of Common Stock that
              were available for sale under the Plan on the Grant Date of the
              applicable Plan Year, or (ii) the number of shares available for
              sale under the Plan on such Exercise Date, the Committee may in
              its sole discretion (x) provide that the Company shall make a pro
              rata allocation of the shares of Common Stock available for
              purchase on such Grant Date or Exercise Date, as applicable, in as
              uniform a manner as shall be practicable and as it shall determine
              in its sole discretion to be equitable among all participants
              exercising options to purchase Common Stock on such Exercise Date,
              and continue the Plan Year then in effect, or (y) provide that the
              Company shall make a pro rata allocation of the shares available
              for purchase on such Grant Date or Exercise Date, as applicable,
              in as uniform a manner as shall be practicable and as it shall
              determine in its sole discretion to be equitable among all
              participants exercising options to purchase Common Stock on such
              Exercise Date, and terminate the Plan Year then in effect pursuant
              to Section 20 hereof. The Company may make pro rata allocation of
              the shares available on the Grant Date of any applicable Plan Year
              pursuant to the preceding sentence, notwithstanding any
              authorization of additional shares for issuance under the Plan by
              the Company's shareholders subsequent to such Grant Date.

9.            Delivery of Stock Certificates; Restrictions on Resale.

       a.            As promptly as practicable after each Exercise Date on
              which a purchase of shares occurs, the Company shall instruct its
              transfer agent to prepare and deliver to the Human Resources
              Department of the Company one or more certificates representing
              the shares purchased upon exercise by each participant in the
              Plan, which shall be held in escrow by the Company for the benefit
              of each such participant until the expiration of the Company's
              repurchase option described in Section 9(b) below. As promptly as
              practicable after the termination of such repurchase option, the
              Company shall deliver to each participant each certificate held in
              escrow by the Company for the benefit of such participant for
              which the option has so terminated.

       b.            If a participant or former participant proposes to dispose
              of a share of Common Stock obtained under the Plan (i) prior to
              two years after the date on which the option to purchase such
              share of Common Stock was granted, or (ii) prior to one year after
              the Exercise Date on which the option to purchase such share of
              Common Stock was exercised, that participant or former participant
              must immediately deliver to the Committee written notice of such
              proposed disposition. Upon receipt of such notice, the Company
              shall have the exclusive option, for a period of ten (10) days
              after receipt of such notice, to purchase such Common Stock for a
              price equal to the lesser of (i) the Purchase Price for such
              shares or (ii) the Fair Market Value of such Common Stock on the
              date of such repurchase. If the Company does not elect to exercise
              its option to purchase such Common Stock, then the participant or
              former participant may proceed with the proposed disposition.

10.           Withdrawal.

       a.            A participant may withdraw all but not less than all the
              payroll deductions credited to his or her account and not yet used
              to exercise his or her option under the Plan at any time by giving
              written notice to the Company in the form of Exhibit B to this
              Plan. All of the participant's payroll deductions credited to his
              or her account shall be paid to such


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              participant promptly after receipt of notice of withdrawal and
              such participant's option for the Plan Year shall be automatically
              terminated, and no further payroll deductions for the purchase of
              shares shall be made for such Plan Year. If a participant
              withdraws from a Plan Year, payroll deductions shall not resume at
              the beginning of the succeeding Plan Year unless the participant
              delivers to the Company a new enrollment form.

       b.            A participant's withdrawal from a Plan Year shall not have
              any effect upon his or her eligibility to participate in any
              similar plan which may hereafter be adopted by the Company or in
              succeeding Plan Years which commence after the termination of the
              Plan Year from which the participant withdraws.

11.           Termination of Employment.

       a.           Upon a participant's ceasing to be an Employee as a result
              of such Employee's death, disability, or retirement (each, a
              "Termination Event"), the Plan Year then in progress with respect
              to such participant shall be shortened by setting a new Exercise
              Date for such participant, which shall be the last day of the
              month in which the Termination Event occurs (the "Termination
              Event Exercise Date"). The participant's option shall be deemed to
              have been exercised automatically on the Termination Event
              Exercise Date.

       b.           Upon a participant's ceasing to be an Employee other than by
              reason of such Employee's death, disability or retirement, he or
              she shall be deemed to have elected to withdraw from the Plan and
              the payroll deductions credited to such participant's account
              during the Plan Year but not yet used to exercise the option shall
              be returned to such participant or, in the case of his or her
              death, to the person or persons entitled thereto under Section 15
              hereof, and such participant's option shall be automatically
              terminated.

12.           Interest. No interest shall accrue on the payroll deductions of a
       participant in the Plan.

13.           Stock.

       a.            Subject to adjustment upon changes in capitalization of the
              Company as provided in Section 19 hereof, the maximum number of
              shares of the Company's Common Stock which shall be made available
              for sale under the Plan shall be One Million Shares (1,000,000)
              shares, plus an annual increase to be added on the first day of
              the Company's fiscal year beginning in 2001 equal to the lesser of
              (i) 100,000 shares or (ii) a lesser amount determined by the
              Board.

       b.            The participant shall have no interest or voting right in
              shares covered by his option until such option has been exercised.

       c.            Shares to be delivered to a participant under the Plan
              shall be registered in the name of the participant or in the name
              of the participant and his or her spouse.

14.           Administration. The Plan shall be administered by the Committee.
       The Committee shall have full power and authority to administer the
       Plan, to interpret and construe any provision of the Plan finally and
       conclusively with respect to all persons having any interest
       thereunder, to adopt rules and regulations not inconsistent with the
       Plan for carrying out the Plan, providing for matters not specifically
       covered thereby, and to alter, amend or revoke any rules or regulations
       so adopted.


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       Every finding, decision and determination made by the Board or the
       Committee shall, to the full extent permitted by law, be final and
       binding upon all parties.

15.           Designation of Beneficiary.

       a.            A participant may file a written designation of a
              beneficiary who is to receive any shares and cash, if any, from
              the participant's account under the Plan in the event of such
              participant's death subsequent to an Exercise Date on which the
              option is exercised but prior to delivery to such participant of
              such shares and cash. In addition, a participant may file a
              written designation of a beneficiary who is to receive any cash
              from the participant's account under the Plan in the event of such
              participant's death prior to exercise of the option.

       b.            Such designation of beneficiary may be changed by the
              participant at any time by written notice. In the event of the
              death of a participant and in the absence of a beneficiary validly
              designated under the Plan who is living at the time of such
              participant's death, the Company shall deliver such shares and/or
              cash to the executor or administrator of the estate of the
              participant, or if no such executor or administrator has been
              appointed (to the knowledge of the Company), the Company, in its
              discretion, may deliver such shares and/or cash to the spouse or
              to any one or more dependents or relatives of the participant, or
              if no spouse, dependent or relative is known to the Company, then
              to such other person as the Company may designate.

16.           Transferability. Neither payroll deductions credited to a
       participant's account nor any rights with regard to the exercise of an
       option or to receive shares under the Plan may be assigned,
       transferred, pledged or otherwise disposed of in any way (other than by
       will, the laws of descent and distribution or as provided in Section 15
       hereof) by the participant. Any such attempt at assignment, transfer,
       pledge or other disposition shall be without effect, except that the
       Company may treat such act as an election to withdraw funds from a Plan
       Year in accordance with Section 10 hereof.

17.           Use of Funds. All payroll deductions received or held by the
       Company under the Plan may be used by the Company for any corporate
       purpose, and the Company shall not be obligated to segregate such
       payroll deductions.

18.           Reports. Individual accounts shall be maintained for each
       participant in the Plan. Statements of account shall be given to
       participating Employees at least annually, which statements shall set
       forth the amounts of payroll deductions, the Purchase Price, the number
       of shares purchased and the remaining cash balance, if any.

19.           Adjustments Upon Changes in Capitalization, Dissolution,
       Liquidation, Merger or Asset Sale.

       a.            Changes in Capitalization. Subject to any required action
              by the shareholders of the Company, the maximum number of shares
              which have been authorized for issuance under the Plan but not yet
              placed under option, the maximum number of shares each participant
              may purchase each Plan Year (pursuant to Section 7), as well as
              the price per share and the number of shares of Common Stock
              covered by each option under the Plan which has not yet been
              exercised shall be proportionately adjusted for any increase or


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              decrease in the number of issued shares of Common Stock resulting
              from a stock split, reverse stock split, stock dividend,
              combination or reclassification of the Common Stock, or any other
              increase or decrease in the number of shares of Common Stock
              effected without receipt of consideration by the Company;
              provided, however, that conversion of any convertible securities
              of the Company shall not be deemed to have been "effected without
              receipt of consideration". Such adjustment shall be made by the
              Committee, whose determination in that respect shall be final,
              binding and conclusive. Except as expressly provided herein, no
              issuance by the Company of shares of stock of any class, or
              securities convertible into shares of stock of any class, shall
              affect, and no adjustment by reason thereof shall be made with
              respect to, the number or price of shares of Common Stock subject
              to an option.

       b.            Dissolution or Liquidation. In the event of the proposed
              dissolution or liquidation of the Company, the Plan Year then in
              progress shall be shortened by setting a new Exercise Date (the
              "Dissolution or Liquidation Exercise Date"), and shall terminate
              immediately prior to the consummation of such proposed dissolution
              or liquidation, unless provided otherwise by the Board. The
              Dissolution or Liquidation Exercise Date shall be before the date
              of the Company's proposed dissolution or liquidation. The
              Committee shall notify each participant in writing, at least ten
              (10) business days prior to the Dissolution or Liquidation
              Exercise Date, that the Exercise Date for the participant's option
              has been changed to the Dissolution or Liquidation Exercise Date
              and that the participant's option shall be exercised automatically
              on the Dissolution or Liquidation Exercise Date, unless prior to
              such date the participant has withdrawn from the Plan Year as
              provided in Section 10 hereof.

       c.            Merger or Asset Sale.  In the event of a proposed sale of
              all or substantially all of the assets of the Company, or the
              merger of the Company with or into another corporation, in a
              transaction in which the Company is not the surviving corporation
              of such merger, each outstanding option shall be assumed or an
              equivalent option substituted by the successor corporation or a
              parent or Subsidiary of the successor corporation. In the event
              that the successor corporation refuses to assume or substitute for
              the option, the Plan Year then in progress shall be shortened by
              setting a new Exercise Date (the "Merger or Asset Sale Exercise
              Date") and any Plan Years then in progress shall end on the Merger
              or Asset Sale Exercise Date. The Merger or Asset Sale Exercise
              Date shall be before the date of the Company's proposed sale or
              merger. The Committee shall notify each participant in writing, at
              least ten (10) business days prior to the Merger or Asset Sale
              Exercise Date, that the Exercise Date for the participant's option
              has been changed to the Merger or Asset Sale Exercise Date and
              that the participant's option shall be exercised automatically on
              the Merger or Asset Sale Exercise Date, unless prior to such date
              the participant has withdrawn from the Plan Year as provided in
              Section 10 hereof.

20.           Amendment or Termination.

       a.            The Board (or the Committee) may at any time and for any
              reason terminate or amend the Plan. Except as provided in Section
              19 hereof, no such termination can affect options previously
              granted, provided that a Plan Year may be terminated by the Board
              on any Exercise Date if the Board determines that the termination
              of the Plan Year or the Plan is in the best interests of the
              Company and its shareholders. Except as provided in Section 19 and
              this Section 20 hereof, no amendment may make any change in any
              option


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              theretofore granted which adversely affects the rights of any
              participant. To the extent necessary to comply with Section 423 of
              the Code (or any successor rule or provision or any other
              applicable law, regulation or stock exchange rule), the Company
              shall obtain shareholder approval in such a manner and to such a
              degree as required.

       b.            Without shareholder consent and without regard to whether
              any participant rights may be considered to have been "adversely
              affected," the Board (or the Committee) shall be entitled to
              change the Plan Years, limit the frequency and/or number of
              changes in the amount withheld during a Plan Year, establish the
              exchange ratio applicable to amounts withheld in a currency other
              than U.S. dollars, permit payroll withholding in excess of the
              amount designated by a participant in order to adjust for delays
              or mistakes in the Company's processing of properly completed
              withholding elections, establish reasonable waiting and adjustment
              periods and/or accounting and crediting procedures to ensure that
              amounts applied toward the purchase of Common Stock for each
              participant properly correspond with amounts withheld from the
              participant's Compensation, and establish such other limitations
              or procedures as the Board (or the Committee) determines in its
              sole discretion to be advisable which are consistent with the
              Plan.

       c.            In the event the Committee determines that the ongoing
              operation of the Plan may result in unfavorable financial
              accounting consequences, the Committee may, in its discretion and,
              to the extent necessary or desirable, modify or amend the Plan to
              reduce or eliminate such accounting consequence including, but not
              limited to:

              i.            altering the Purchase Price for any Plan Year
                     including a Plan Year underway at the time of the change in
                     Purchase Price;

              ii.           shortening any Plan Year so that Plan Year ends on a
                     new Exercise Date, including a Plan Year underway at the
                     time of the Committee action; and

              iii.          allocating shares.

              Such modifications or amendments shall not require stockholder
       approval or the consent of any Plan participants.

21.           Notices. All notices or other communications by a participant to
       the Company under or in connection with the Plan shall be deemed to
       have been duly given when received in the form specified by the Company
       at the location, or by the person, designated by the Company for the
       receipt thereof.

22.           Conditions Upon Issuance of Shares. Shares shall not be issued
       with respect to an option unless the exercise of such option and the
       issuance and delivery of such shares pursuant thereto shall comply with
       all applicable provisions of law, domestic or foreign, including,
       without limitation, the Securities Act of 1933, as amended, the
       Securities Exchange Act of 1934, as amended, the rules and regulations
       promulgated thereunder, and the requirements of any stock exchange upon
       which the shares may then be listed, and shall be further subject to
       the approval of counsel for the Company with respect to such compliance.

              As a condition to the exercise of an option, the Company may
       require the person exercising such option to represent and warrant at the
       time of any such exercise that the shares are being


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       purchased only for investment and without any present intention to sell
       or distribute such shares if, in the opinion of counsel for the Company,
       such a representation is required by any of the aforementioned applicable
       provisions of law.

23.           Term of Plan. The Plan shall become effective upon the earlier to
       occur of its adoption by the Board or its approval by the shareholders
       of the Company and shall continue in effect for a term of ten (10)
       years unless sooner terminated under Section 20 hereof.; provided,
       however, that the Plan shall be null and void and of no force and
       effect in the event that the shareholders of the Company fail to
       approve the Plan within twelve (12) months after its adoption by the
       Board.

24.           Governing Law. The law of the State of Delaware will govern all
       matters relating to this Plan except to the extent it is superseded by
       the laws of the United States.

25.           No Continued Employment. The Plan does not constitute a contract
       of employment or continued service, and participation in the Plan will
       not give any Employee the right to be retained in the employ of the
       Company or any right or claim to any benefit under the Plan unless such
       right or claim has specifically accrued under the terms of the Plan.

26.           Treatment as Stockholder. Any contribution made by a participant
       under the Plan shall not create any rights in such participant as a
       stockholder of the Company until shares of Common Stock are registered
       in the name of such person.

27.           No Liability.  No liability whatsoever shall attach to or be
       incurred by any past, present or future shareholders, officers, directors
       or members of any committee of the Board, as such, of the Company, under
       or by reason of any of the terms, conditions or agreements contained in
       the Plan or implied therefrom, any and all liabilities of, and any and
       all rights and claims against the Company, or any shareholder, officer,
       director or committee member, as such, whether arising at common law or
       in equity or created by statute or constitution or otherwise, pertaining
       to the Plan, are hereby expressly waived and released by every
       participant, as a part of the consideration for any benefits provided by
       the Company under the Plan.

28.           Indemnification.  With respect to administration of the Plan, the
       Company shall indemnify each past, present and future member of the
       Committee and the Board against, and each member of the Committee and
       the Board shall be entitled without further act on his or her part to
       indemnity from the Company, for all expenses (including the amount of
       judgments and the amount of approved settlements made with a view to
       the curtailment of costs of litigation, other than amounts paid to the
       Company itself) reasonably incurred by him in connection with or
       arising out of any action, suit or proceeding in which he or she may be
       involved by reason of his or her being or having been a member of the
       Committee or the Board, whether or not he or she continues to be a
       member of the Committee or the Board at the time of incurring such
       expenses; provided, however, that such indemnify shall not include any
       expenses incurred by any member of the Committee or the Board (a) in
       respect of matters as to which he or she shall be finally adjudged in
       any such action, suit or proceeding to have been guilty of gross
       negligence or willful misconduct in the performance of his or her duty
       as a member of the Committee or the Board, or (b) in respect of any
       matter in which any settlement is effected, to an amount in excess of
       the amount approved by the Company on the advice of its legal counsel;
       and provided, further, that no right of indemnification under the
       provisions set forth herein shall be available to or enforceable by any
       member of the Committee or the Board unless, within 60 days after
       institution of any such action, suit or proceeding, he or she shall
       have offered the Company, in writing, the opportunity to handle and
       defend same at its


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<PAGE>   11

       own expense. The foregoing right of indemnification shall inure to the
       benefit of the heirs, executors or administrators of each member of the
       Committee and the Board and shall be in addition to all other rights to
       which such member of the Committee or the Board may be entitled as a
       matter of law, contract, or otherwise.


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