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                                                                    Exhibit 4(a)
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STATE OF ALABAMA

JEFFERSON COUNTY



                             SOUTHTRUST 401(k) PLAN

                              (Amended & Restated)


         SOUTHTRUST CORPORATION, a corporation organized and existing under the
laws of the State of Delaware, with its principal place of business in
Birmingham, Alabama (hereinafter called the "Employer"), hereby adopts and
publishes on this the 29th day of December, 2000 this Amended and Restated
401(k) Plan for the exclusive benefit of such of its Employees who may become
Participants and their Beneficiaries as set forth in this document, pursuant to
Section 401(a) of the Internal Revenue Code, as follows:

                              W I T N E S S E T H:
                              -------------------

         WHEREAS, Employer maintains the SouthTrust Corporation Employees'
Profit Sharing Plan and Trust, originally effective August 8, 1966; and

         WHEREAS, said Plan and Trust are currently in the form of a single
document; and

         WHEREAS, it is advisable that said Plan and Trust be divided into the
SouthTrust 401(k) Plan and the SouthTrust 401(k) Trust Agreement, which will be
two separate documents; and

         WHEREAS, the Uruguay Round Agreements Act, the Uniformed Services
Employment and Reemployment Rights Act of 1994 (USERRA), the Small Business Job
Protection Act of 1996 and the Taxpayer Relief Act of 1997 have required
substantial changes in the terms and provisions of the Employer's Profit Sharing
Plan; and

         WHEREAS, said Plan provides that the Employer reserves the right at any
time to amend in whole or in part any and all provisions of said Plan; and

         WHEREAS, the Board of Directors of the Employer specifically approved
and adopted, by resolution, the SouthTrust 401(k) Plan, as hereinafter restated,
which, together with the SouthTrust 401(k) Trust Agreement, amends and restates
the SouthTrust Corporation Employees' Profit Sharing Plan and Trust Agreement in
its entirety; and

         NOW, THEREFORE, in consideration of the above premises and the mutual
covenants herein contained, Employer amends said Plan as of the dates hereof and
causes the terms and provisions of the original Plan and amendments thereto to
be modified and amended as set forth herein:


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                                    ARTICLE I

                                     PURPOSE

The purpose of the Plan is to provide a regular method whereby Employer will
make contributions to a Trust Fund, to be received, held and disbursed pursuant
to the terms of a Trust Agreement dated the 1st day of January, 2000
(hereinafter for brevity referred to as the "Trust Agreement") and to provide
financial security for its employees upon their retirement or disability and for
their beneficiaries in the event of death. It is intended that this Plan qualify
as a profit sharing plan for purposes of Section 401(a) of the Code. It is also
intended that the Plan provide a method for employees to contribute a portion of
their compensation pursuant to a written salary reduction agreement and that the
Plan qualify as a cash or deferred Plan pursuant to Section 401(k) of the Code.
The Trust Fund will be devoted to the exclusive benefit of the participating
employees and their beneficiaries, and in no event will any part of the corpus
or trust income revert to Employer or be used for or devoted to any other
purpose.


                                   ARTICLE II

                             NAME AND EFFECTIVE DATE

2.1      Name of Plan. The name of this Plan shall be the SouthTrust 401(k)
Plan.

2.2      Effective Date. The Effective Date of this Plan is August 8, 1966.

2.3      Restatement Effective Dates. Unless otherwise specified herein, the
Plan is amended and restated effective January 1, 2000, except the following
effective dates shall apply to the provisions specified below:

         (a) OCTOBER 1, 2000:

                  (i) Sections 11.3 through 11.10, which permit rollovers or
transfers from other plans to this Plan and procedures related thereto.

                  (ii) Article XII, which provides for loans to Participants.

                  (iii) Section 13.1(b), which offers Employer Stock as an
investment option.

         (b) DECEMBER 12, 1994: Subparagraph 3.32(j), which specifies the
requirements of USERRA providing make-up benefits for veterans.

         (c) LIMITATION YEARS BEGINNING AFTER DECEMBER 31, 1994: Subparagraph
7.4(a), providing that the $30,000 annual addition limit shall be adjusted by
cost-of-living increases, and shall no longer be adjusted by reference to 1/4 of
the defined benefit dollar limitation.

         (d) PLAN YEARS BEGINNING AFTER DECEMBER 31, 1996:


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                  (i) Repeal of family aggregation.

                  (ii) Section 3.31 - Definition of Highly Compensated Employee.

                  (iii) Section 3.38 - Definition of Leased Employee.

                  (iv) Subparagraph 8.8(b) - Plan distribution waiting period
waiver.

                  (v) Sections 6.5 and 6.6 - Excess contributions must be
returned first to Highly Compensated Employee with largest contribution to
satisfy ADP and ACP tests.

         (e) YEARS BEGINNING AFTER DECEMBER 31, 1996: Section 8.12 - Required
distribution provisions.

         (f) PLAN YEARS BEGINNING AFTER AUGUST 5, 1997: Section 8.8 - Increase
of maximum involuntary cash-out.

         (g) LIMITATION YEARS BEGINNING AFTER DECEMBER 31, 1997: Subparagraph
7.4(d) - Elective deferrals are compensation for purposes of limits on Plan
benefits and contributions.

         (h) LIMITATION YEARS BEGINNING AFTER DECEMBER 31, 1999: Combined
defined contribution/defined benefit limit repealed.

2.4      Contributing Date. The contributing date shall be as of the Anniversary
Date of the Plan.


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                                   ARTICLE III

                                   DEFINITIONS

When used herein, the following words and phrases shall have the following
meanings, unless the context clearly indicates otherwise.

3.1      "Accrued Benefit" shall mean the sum, as of the last Valuation Date, of
balances of all accounts maintained for a Participant.

3.2      "Actual Contribution Percentage" shall mean the average of ratios
(expressed as a percentage to the nearest one-hundredth of one percent) for a
specified group of Participants for a Plan Year, calculated separately for each
Participant in such group as follows:

         (a) The numerator of such ratio is the sum of Employer Matching
Contributions.

         (b) The denominator of such ratio is "Section 415 Compensation" (as
defined in Section 7.4(d) hereinbelow) of each Participant in the group for such
Plan Year, regardless of whether or not the Employee was a Participant for the
entire Plan Year.

         (c) At the Employer's election, the numerator may include Elective
Deferrals, provided the Actual Deferral Percentage test is met before the
Elective Deferrals are used in the Actual Contribution Percentage test and
continues to be met following the exclusion of such Elective Deferrals that are
used in the Actual Contribution Percentage test.

         (d) The numerator shall not include Employer Matching Contributions
that are forfeited either to correct Excess Aggregate Contributions or because
the contributions to which they relate are Excess Deferrals, Excess
Contributions, or Excess Aggregate Contributions.

         (e) The ratio shall be zero for a Participant for whom no Employer
Matching Contributions or Elective Deferrals are made.

3.3      "Actual Deferral Percentage" shall mean the average of ratios
(expressed as a percentage to the nearest one-hundredth of one percent) for a
specified group of Participants for a Plan Year, calculated separately for each
Participant in the group as follows:

         (a) The numerator of such ratio is the sum of the following Employer
contributions actually paid over to the Trust on behalf of each Participant in
the group for the Plan Year: Elective Deferrals made pursuant to the
Participant's deferral election (including Excess Elective Deferrals of Highly
Compensated Employees, excluding Excess Elective Deferrals of Non-highly
Compensated Employees that arise solely from Elective Deferrals made under the
Plan or plans of the Employer, and excluding Elective Deferrals that are taken
into account in the Actual Contribution Percentage).

         (b) The denominator of such ratio is "Section 415 Compensation" (as
defined in Section 7.4(d) hereinbelow) of each Participant in the group for such
Plan Year, regardless of whether or not the Employee was a Participant for the
entire Plan Year.

         (c) The ratio shall be zero for an Employee who would be a Participant
but for the failure to make Elective Deferrals.


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3.4      "Administrative Committee" shall mean the Administrative Committee
provided for in Article IV hereof.

3.5      "Affiliated Service Group" shall have the same meaning as that term is
defined in Section 414(m) of the Code.

3.6      "Age" shall mean attained age.

3.7      "Anniversary Date" shall mean the last day of the Plan Year.

3.8      "Annual Addition Suspense Account" shall mean the account maintained in
the Plan to record reductions in the annual addition as required by Section 7.4
hereof.

3.9      "Beneficiary" shall mean, subject to the distribution provisions of
Article VIII, the person or persons selected in writing by the Participant to
receive the benefits under the Plan in the event of the Participant's death.
Wherever the rights of a Participant are stated or limited herein, his
Beneficiary shall be deemed bound thereby. If any Participant shall fail to
designate a Beneficiary, or if there is no designated Beneficiary surviving at
the Participant's death, the Administrator shall be empowered to designate a
Beneficiary or Beneficiaries on his behalf, but only from among the following,
in the order named: (1) spouse, (2) the beneficiary designated under the
SouthTrust ESOP, (3) children, in equal shares, (4) parents, in equal shares or
survivor, (5) brothers and sisters, per stirpes, and (6) estate of the
Participant. In the event any of the above shall be under the age of majority,
then the proceeds shall be paid in accordance with the provisions of Section
8.15.

3.10     "Board" shall mean the Board of Directors of the Employer.

3.11     "Break In Service" shall mean a Plan Year during which a Participant
has not completed more than five hundred (500) Hours of Service with the
Employer.

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

3.13     "Compensation" shall mean:

         (a) For purposes of Elective Deferrals and Employer Matching
Contributions, Compensation shall mean the earnings paid during any Plan Year to
a Participant by the Employer for services rendered as an Employee, including
overtime, but excluding bonuses, payments pursuant to any participant incentive
or bonus plan, payments under the SouthTrust Corporation Senior Officers
Incentive Plan, any other Individual Incentive Plan, deferrals and payments
under the SouthTrust Corporation Deferred Compensation Plan, reimbursements for
expenses, contributions (except Elective Deferrals as provided in this
subparagraph) made by Employer to this and any other retirement plans,
distributions from such plans (other than payments made to a Participant
pursuant to the SouthTrust Corporation Income Continuation Plan for the first 24
weeks such payments are received and severance pay paid to a Participant, any
and all other special payments, and, except as otherwise expressly provided
herein, commissions; provided, however, that in the case of an Employee
compensated in whole or in part on a commissioned basis, the amount of
commissions taken into account in determining such Employee's Compensation shall
not exceed the amount of such Participant's draw for the Plan Year. Compensation
shall include Elective Deferrals made pursuant to a salary reduction agreement
which are not includible in the gross income of the Employer under Sections 125,
402(e)(3), 402(h) or 403(b) of the Code.

         (b) In addition to other applicable limitations set forth in the Plan,
and notwithstanding any other provision of the Plan to the contrary,
Compensation of each Employee taken into account under the Plan shall


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not exceed $150,000, as adjusted by the Commissioner for increases in the cost
of living in accordance with Section 401(a)(17)(B) of the Internal Revenue Code.
The cost-of-living adjustment in effect for a calendar year applies to any
period, not exceeding 12 months, over which compensation is determined
(determination period) beginning in such calendar year. If a determination
period consists of fewer than 12 months, the annual compensation limit under
Section 401(a)(17) of the Code will be multiplied by a fraction, the numerator
of which is the number of months in the determination period, and the
denominator of which is 12.

         (c) If compensation for any prior determination period is taken into
account in determining an Employee's benefits accruing in the current Plan Year,
the compensation for the prior determination period is subject to the annual
compensation limit in effect under Section 401(a)(17) for that prior
determination period.

         (d) In the case of an Employee who becomes eligible to participate in
the Plan on July 1 of a Plan Year, Compensation with respect to such Year shall
be determined from the date of participation.

3.14     "Controlled Group" shall mean any group of corporations which, together
with the Employer, are members of a Controlled Group within the meaning of
Section 1563(a) of the Code, determined without regard to Section 1563(a)(4) or
(e)(3)(c) or would be a part of such a group if Section 1563(a) applied to
partnerships or proprietorships.

3.15     "Disability" shall mean that, because of injury or sickness: (1) a
Participant cannot perform each of the material duties of his regular
occupation; or (2) the Participant, while unable to perform all of the material
duties of his regular occupation on a full-time basis, is: (A) performing at
least one of the material duties of his regular occupation or another occupation
on a part-time or full-time basis, and (B) earning currently at least twenty
percent (20%) less per month than his indexed pre-disability earnings due to
that same injury or sickness. The determination of Disability will be made by an
independent third party with experience in the area of disability insurance
coverage.

3.16     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

3.17     "Early Retirement Age" shall mean the last day of the month in which
the Participant attains age fifty- five (55), provided such Participant has
completed ten (10) Years of Vesting Service with the Employer.

3.18     "Elective Deferrals" shall mean any Employer contributions made to the
Plan at the election of the Participant, in lieu of cash compensation, and shall
include contributions made pursuant to a salary reduction agreement or other
deferral mechanism. With respect to any taxable year, a Participant's Elective
Deferral is the sum of Employer contributions made on behalf of such Participant
pursuant to an election to defer under any qualified CODA as described in
Section 401(k) of the Code, any simplified employee pension cash or deferred
arrangement as described in Section 402(h)(1)(B), any eligible deferred
compensation plan under Section 457, any plan as described under Section
501(c)(18), and any Employer contributions made on behalf of a participant for
the purchase of an annuity contract under Section 403(b) pursuant to a salary
reduction agreement. Elective Deferrals shall not include any deferrals properly
distributed as excess annual additions.

3.19     "Elective Deferral Account" shall mean the account maintained for a
Participant to record his Elective Deferrals with adjustments relating thereto.

3.20     "Employee" shall mean any person employed by Employer maintaining the
Plan or any other employer required to be aggregated with such Employer under
Sections 414(b), (c), (m) or (o) of the Code. For purposes of determining
whether or not the Plan meets the requirements of Section 10.2 hereof, the term
Employee shall also include the Beneficiary of an Employee. The term Employee
shall also include leased employees within the meaning of Section 414(n) or
414(o) of the Code.


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3.21     "Employee Contributions" shall mean the non-deductible contributions
made by a Participant for a Plan Year ending prior to January 1, 1984. An
Employee Contribution Account shall be maintained for a Participant to record
his contributions together with adjustments relating thereto. No Employee
Contributions shall be permitted for Plan Years after December 31, 1983.

3.22     "Employer" shall mean SouthTrust Corporation, a corporation having its
principal office at Birmingham, Alabama, or any successor thereto by merger,
purchase, or otherwise, and any Participating Employer which adopts the Plan.
However, for purposes of fiduciary responsibilities, "Employer" shall mean
SouthTrust Corporation.

3.23     "Employer Matching Contribution" shall mean a contribution made by the
Employer on behalf of a Participant on account of an Elective Deferral made
pursuant to Section 6.2(a).

3.24     "Employer Matching Contribution Account" shall mean the account
maintained for a Participant to record Employer Matching Contributions (and
adjustments thereto) made on his behalf.

3.25     "Employer Stock" shall mean common capital stock of the Employer.

3.26     "Employer Stock Account" shall mean the account established for a
Participant to record his shares of common capital stock of the Employer
purchased under ARTICLE XIII.

3.27     "Employment Commencement Date" shall mean the date on which an Employee
first performed an Hour of Service for the Employer. In the case of a re-hired
Employee, "Employment Commencement Date" shall mean the date on which the
Employee first performed an Hour of Service after being re-hired.

3.28     "Excess Aggregate Contributions" shall mean, with respect to any Plan
Year, the excess of (a) the aggregate amount of contributions taken into account
in computing the contribution percentage of Highly Compensated Employees for
such Plan Year, over (b) the maximum amount of such contributions permitted by
the Actual Contribution Percentage test pursuant to Section 6.6.

3.29     "Excess Contributions" shall mean, with respect to any Plan Year, the
excess of (a) the aggregate amount of contributions actually taken into account
in computing the deferral percentage of Highly Compensated Employees for such
Plan Year, over (b) the maximum amount of such contributions permitted by the
Actual Deferral Percentage test pursuant to Section 6.5.

3.30     "Five-Percent Owner" shall mean any person who is defined as a
Five-Percent Owner in Section 416(i)(1)(B) of the Code and the Regulations
promulgated thereunder, which are hereby incorporated by reference as if fully
set out herein.

3.31     "Highly Compensated Employee" shall mean an Employee who:

         (a) was a Five-Percent Owner during the Plan Year or the preceding Plan
Year, or

         (b) for the preceding Plan Year, had compensation from the Employer
greater than $80,000 (adjusted at the same time and in the same manner as under
Section 415(d) of the Code), and (if the Employer elects for a Plan year) was in
the top-paid group of Employees. For Plan Years beginning after December 31,
1997, the term "compensation" means compensation within the meaning of section
415(c)(3) of the Code. For purposes of this subparagraph, top-paid group
includes the top 20% of Employees based on compensation.

         (c) In determining who is a Highly Compensated Employee, the Employer
does not make a top- paid group election. The effect of making this election is
that an Employee (who is not a Five-Percent Owner


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at any time during the determination year or look-back year) with compensation
in excess of $80,000 (as adjusted) for the look-back year is a
Highly-Compensated Employee only if the Employee was in the top-paid group for
the look-back year.

         (d) In determining who is a Highly Compensated Employee (other than a
Five-Percent Owner), the Employer does not make a calendar year data election.
The effect of making this election is that the look- back year is the calendar
year beginning with or within the look-back year.

         (e) For purposes of this Section, an Employee is in the top-paid group
of Employees for any year if such Employee is in the group consisting of the top
twenty percent (20%) of the Employees when ranked on the basis of compensation
paid during such year.

         (f) The determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of Employees in the
top-paid group, shall be made in accordance with Section 414(q) of the Code and
the regulations thereunder.

3.32     "Hour of Service" shall mean:

         (a) Except as provided in subparagraphs (d) and (e) below, each hour
for which an Employee is paid, or entitled to payment, for the performance of
duties for the Employer. These hours shall be credited to the Employee for the
computation period or periods in which the duties are performed; and

         (b) Except as provided in subparagraphs (d) and (e) below, each hour
for which an Employee is paid, or entitled to payment, by the Employer on
account of a period of time during which no duties are performed (irrespective
of whether the employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury duty, military duty or
leave of absence. No more than 501 Hours of Service shall be credited under this
paragraph for any single continuous period (whether or not such period occurs in
a single computation period); and

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

         (d) The provisions of Sections 2530.200(b)-2(b) and 2530.200(b)-2(c) of
the regulations of the Labor Department (relating to determining Hours of
Service for reasons other than the performance of duties and crediting of Hours
of Service to computation periods) are hereby incorporated by reference as if
fully set out herein.

         (e) In the case of Hours of Service to be credited to an Employee in
connection with a period of no more than 31 days which extends beyond one
computation period, all such Hours of Service may be credited to the first
computation period or the second computation period, provided such crediting of
Hours of Service is done consistently with respect to all Employees within the
same job classifications, reasonably defined.

         (f) An Employee who is not paid on an hourly basis and whose hours are
not counted and recorded shall be credited with ninety-five (95) Hours of
Service for each semi-monthly payroll period for which the Employee would be
required to be credited with at least one (1) Hour of Service under Section
2530.200(b)-2 of the regulations of the Labor Department.


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         (g) For Plan Years beginning after December 31, 1984, solely for
purposes of determining whether a Break In Service (as defined in Section 3.11)
has occurred in a computation period, for participation and vesting purposes, a
Participant who is absent from work for maternity or paternity reasons shall
receive credit for the Hours of Service which would otherwise have been credited
to such Participant but for such absence, or in any case in which such hours
cannot be determined, ninety-five (95) Hours of Service for each semi- monthly
payroll period for which the Employee would be required to be credited with at
least one (1) Hour of Service under Section 2530.200(b)-2 of the regulations of
the Labor Department. For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence: (1) by reason of the pregnancy
of the Participant, (2) by reason of a birth of a child of the Participant, (3)
by reason of the placement of a child with the Participant in connection with
the adoption of such child by such Participant or (4) for purposes of caring for
such child for a period beginning immediately following such birth or placement.
The Hours of Service credited under this Section shall be credited: (1) in the
computation period in which the absence begins if the crediting is necessary to
prevent a Break In Service in that period, or (2) in all other cases, in the
following computation period. No credit will be given under this Section,
however, unless the Participant furnishes to the Plan Administrator such timely
information as the Administrator may reasonably require to establish that the
absence from work is for reasons qualifying for the maternity/paternity
provisions set forth above, and the number of days for which there was such an
absence.

         (h) Hours of service will be credited for employment with other members
of an affiliated service group (under Section 414(m)), a controlled group of
corporations (under Section 414(b)), or a group of trades or businesses under
common control (under Section 414(c)) of which the adopting employer is a
member, and any other entity required to be aggregated with the employer
pursuant to Section 414(o) and the regulations thereunder.

         (i) Hours of service will also be credited for any individual
considered an employee for purposes of this Plan under Section 414(n) or Section
414(o) and the regulations thereunder.

         (j) Notwithstanding any provision of this Plan to the contrary,
effective December 12, 1994, contributions, benefits and service credit with
respect to qualified military service will be provided in accordance with
Section 414(u) of the Code.

3.33     "Inactive Participant" shall mean a Participant who has separated from
service with the Employer.

3.34     "Independent Contractor" shall mean an individual who performs services
for the Employer but is not an Employee.

3.35     "Intern" shall mean an Employee who is a Student whose employment is in
connection with an approved course of study.

3.36     "Investment Fund" shall mean a separate group of assets managed by the
Trustee which has a defined investment strategy and investment philosophy.

3.37     "Key-Employee" shall mean any Employee or former Employee (and the
beneficiaries of such Employee) who at any time during the determination period
was an officer of the Employer if such individual's annual Compensation exceeds
50% of the dollar limitation under section 415(b)(1)(A) of the Code, an owner
(or considered an owner under section 318 of the Code) of one of the ten largest
interests in the Employer if such individual's Compensation exceeds 100% of the
dollar limitation under section 415(c)(1)(A) of the Code, a 5-percent owner of
the Employer, or a 1-percent owner of the Employer who has an annual
Compensation of more than $150,000. Annual Compensation shall include amounts
contributed by the Employer pursuant to a salary reduction agreement which are
excludable from the Employee's gross income under section 125, section
402(e)(3), section 402(h)(1)(B) or section 403(b) of the Code. The determination


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period is the Plan Year containing the determination date and the 4 preceding
Plan Years. The term "non-key employee" means any Employee who is not a
Key-Employee and shall also include Employees who are former Key-Employees.

3.38     "Leased Employee" shall mean:

         (a) 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 Section 414(n)(6) of the Code)
on a substantially full time basis for a period of at least one year, and such
services are performed under the primary direction or control by the recipient.
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.

         (b) A Leased Employee shall not be considered an employee of the
recipient if: (i) such employee is covered by a money purchase pension plan
providing: (1) a nonintegrated employer contribution rate of at least 10 percent
of compensation, as defined in section 415(c)(3) of the Code, but including
amounts contributed pursuant to a salary reduction agreement which are
excludable from the employee's gross income under Sections 125, 402(e)(3),
402(h) or 403(b) of the Code, (2) immediate participation, and (3) full and
immediate vesting; and (ii) leased employees do not constitute more than 20
percent of the recipient's nonhighly compensated workforce.

3.39     "Limitation Year" shall mean the Plan Year.

3.40     "Named Fiduciary" shall be the Administrative Committee or such other
party, individual or otherwise, appointed by the Board.

3.41     "Nonhighly Compensated Participants" shall mean a participant who is
not a Highly Compensated Employee.

3.42     "Normal Retirement Age" shall mean the last day of the month in which
the Participant attains age sixty-five (65), provided the Participant has
completed five (5) Years of Vesting Service with the Employer.

3.43     "On-Call Employee" shall mean an Employee who has been hired to
periodically work for the Employer at specified times for specified periods.
However, the Employee does not perform services on a regular basis and does not
work a consistent number of Hours of Service each week for the Employer.

3.44     "Participant" shall mean any Employee who meets (or has met in prior
plan years) the participation and eligibility requirements set out in the Plan,
provided that such Employee's nonforfeitable benefits have not been fully
distributed.

3.45     "Participating Employer" shall mean any corporation, partnership,
professional corporation or professional association which has adopted the Plan
pursuant to ARTICLE XIV of the Plan.

3.46     "Payment Starting Date" shall mean the first day on which all events
have occurred which entitle the Participant to a benefit.

3.47     "Permissive Aggregation Group" shall mean all plans in the Required
Aggregation Group and any other Qualified Plans maintained by the Employer or by
any member of the Controlled Group or Affiliated Service Group, but only if such
group of plans would satisfy, in the aggregate, the requirements of Sections
401(a)(4) and 410 of the Code and contributions or benefits in the other
Qualified Plan are comparable to


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contributions or benefits of plans in the Required Aggregation Group. The Plan
Administrator shall determine which plan or plans shall be taken into account in
determining the Permissive Aggregation Group.

3.48     "Plan" shall mean SouthTrust 401(k) Plan, as set forth by this document
and all amendments thereto.

3.49     "Plan Administrator" (hereinafter sometimes for brevity referred to as
"Administrator") shall be the Administrative Committee or such other party,
individual or otherwise, appointed by the Board.

3.50     "Plan Entry Date" shall mean January 1 and July 1 of a Plan Year.

3.51     "Plan Year" shall mean the period of twelve (12) consecutive months
beginning on the first day of January and ending on the last day of December.

3.52     "Profit Sharing Contributions" shall mean the contributions made by the
Employer for a Plan Year ending prior to January 1, 2000. A Profit Sharing
Contribution Account shall be maintained for a Participant to record his
contributions together with adjustments relating thereto. No Profit Sharing
Contributions shall be made by the Employer for Plan Years after December 31,
1999.

3.53     "Qualified Plan" shall mean any plan which is qualified under Section
401(a) of the Code.

3.54     "Required Aggregation Group" shall mean:

         (a) Each Qualified Plan of the Employer or any member of the Controlled
Group or the Affiliated Service Group in which at least one (1) Key-Employee
participates or participated at any time during the determination period
(regardless of whether the Plan had terminated); and

         (b) Any other Qualified Plan of the Employer or any member of the
Controlled Group or the Affiliated Service Group which enables a Plan described
in Subsection (a) hereinabove to meet the requirements of Sections 401(a)(4) or
410 of the Code.

3.55     "Rollover Account" shall mean the account maintained by the Employer to
record transfers to the Trust Fund pursuant to ARTICLE XI of the Plan.

3.56     "Seasonal Employee" shall mean an Employee hired by the Employer whose
employment (during peak periods such as summer or holidays) is expected to be
less than five (5) months per year.

3.57     "SouthTrust ESOP" shall mean the Employee Stock Ownership Plan of the
Employer.

3.58     "Student" shall mean an individual who, during each of five (5)
calendar months during the Plan Year, is a full-time student at an educational
organization which normally maintains a regular faculty and curriculum and
normally has a regularly enrolled body of pupils or students in attendance at
the place where its educational activities are regularly carried on.

3.59     "Taxable Year" shall mean the Plan Year.

3.60     "Temporary Employee" shall mean an Employee whose total work duration
is not expected to continue for six (6) months or more.

3.61     "Top-Heavy Plan" shall mean the Plan for any Plan Year in which it is
determined to be top-heavy under Section 10.2 hereof.


                                       12
<PAGE>   13
3.62     "Trust Agreement" shall mean the SouthTrust 401(k) Trust Agreement
executed by the Employer and the Trustee contemporaneously with the execution of
this Plan, and as it may subsequently be amended from time to time.

3.63     "Trustee" shall mean the individuals or duly authorized corporate
trustee selected by the Board to perform the duties of Trustee as set out in the
Trust Agreement.

3.64     "Trust Fund" shall mean all funds and property received by the Trustee,
together with all income, profits or other increments thereon.

3.65     "Valuation Date" shall mean the date as of which the Trust Fund is
valued, account balances are determined, and adjustments and allocations are
made to each account by the Administrator.

3.66     "Vested" shall mean the portion of the Participant's Accrued Benefit
which is nonforfeitable; fully Vested shall mean totally nonforfeitable.

3.67     "Vesting Computation Period" shall mean the Plan Year.

3.68     "Withdrawable Account" shall mean the account to hold and maintain the
portion of the Participant's Accrued Benefit that is available for in-service
withdrawal under Section 8.9 hereinbelow.

3.69     "Year of Service" shall mean each Plan Year during which an Employee
has completed not less than one thousand (1,000) Hours of Service with the
Employer, with any member of the Controlled Group or Affiliated Service Group or
with any predecessor employer described in ARTICLE XIX.

3.70     "Year of Vesting Service" shall mean each Vesting Computation Period
during which an Employee has completed not less than one thousand (1,000) Hours
of Service with the Employer, or with any member of the Controlled Group or
Affiliated Service Group. Service with predecessor employers shall be counted as
described in ARTICLE XIX.

                                   ARTICLE IV

                           ADMINISTRATION OF THE PLAN

4.1      Administrative Committee. The Administrative Committee shall be the
Named Fiduciary and Plan Administrator and shall be organized as follows:

         (a) Appointment and Term of Office. The Administrative Committee shall
consist of one or more members who shall be appointed by and serve at the
pleasure of the Board. The Board shall have the right to remove any member of
the Administrative Committee at any time. A member may resign at any time by
written resignation to the Board. If a vacancy in the Administrative Committee
should occur, a successor shall be appointed by the Board, but the
Administrative Committee may act notwithstanding the existence of a vacancy so
long as there is at least one member of the Administrative Committee. As
promptly as practicable after initial appointment of the Administrative
Committee, and after any change in the members of the Administrative Committee,
a written certification shall be given to the Trustee by the Board setting forth
the name of each member of the Administrative Committee, together with the
specimen signatures of each member. For all purposes hereunder the Trustee shall
be conclusively entitled to rely upon such certification until the Trustee is
otherwise notified in writing.


                                       13
<PAGE>   14
         (b) Organization of Administrative Committee. Subject to the Delegation
of Duties provisions of Section 4.3 below, the Administrative Committee shall
act unanimously unless the Administrative Committee consists of five or more
members, in which case it shall act by or through a majority of its members. Any
decision or determination to be made by the Administrative Committee may be made
by vote taken at a duly called meeting of the Administrative Committee or by
written consent without a meeting. The Board shall appoint a Chairman and
Secretary of the Administrative Committee if it consists of more than one
member, but if the Administrative Committee consists of a single member, such
member shall act as both Chairman and Secretary. All acts and determination of
the Administrative Committee shall be duly recorded by the Secretary thereof, or
under his supervision, and all records, together with such other documents as
may be necessary for the administration of the Plan, shall be preserved in the
custody of such Secretary. The member or members of the Administrative Committee
shall serve as such without compensation but shall be reimbursed for all
expenses.

4.2      Powers and Duties of Administrative Committee.

         (a) Administrative Committee as "Plan Administrator" or
"Administrator": The Administrative Committee is hereby designated as the
"Administrator," as said term is defined at Section 3(16)(A) of ERISA, and shall
be responsible for performing the duties imposed upon the "Administrator" by
ERISA. Any document required to be executed by the "Administrator" under ERISA
shall be executed on the Administrative Committee's behalf by the Chairman or
Secretary thereof.

         (b) Administrative Committee as "Named Fiduciary": The Administrative
Committee shall have authority to control and manage the operation and
administration of the Plan, and the Administrative Committee, and each member
thereof, is hereby designated a "Named Fiduciary," as said term is defined at
Section 402(a)(2) of ERISA. The Administrative Committee shall have all powers
necessary or appropriate to enable it properly to carry out its duties in
connection with the operation and administration of the Plan, including, without
limitation thereto, the power to construe the Plan, to determine all questions
arising under the Plan, and to make and establish (and thereafter change) rules
and regulations and procedures with respect to the operation of the Plan and
shall also have all the powers elsewhere herein conferred upon it. The
Administrative Committee shall decide all questions relating to the eligibility
of Employees to be Participants in the Plan and shall determine the amount and
manner and time of payment of any benefits to which any Participant or
Beneficiary may be entitled hereunder. All distributions of benefits hereunder
shall be made by the Trustee upon, and in accordance with, the written
instructions of the Administrative Committee, which instruction shall be signed
by two members of the Administrative Committee, one of which must be the
Chairman or Secretary.

         (c) Investment Responsibility of Administrative Committee: The
Administrative Committee shall have no discretion or authority with respect to
the investment or disposition of assets comprising the Fund.

         (d) Limitations on Authority: The Administrative Committee shall
neither have nor exercise any authority or control with respect to any right or
responsibility reserved to, or imposed, upon the Board, any Participating
Employer, or the board of directors thereof, including, without limitation
thereto, the right to amend the Plan, the right to terminate the Plan as to any
Participating Employer or the right to designate a Corporation as a
Participating Employer.

4.3      Delegation of Duties. The Administrative Committee may allocate, or
delegate, all or any of its responsibilities hereunder to one or more persons,
firms, corporations, or associations, who may or may not be members of the
Administrative Committee. Such allocation or delegation shall be effected by a
written instrument which shall be signed by two members of the Administrative
Committee, one of which must be


                                       14
<PAGE>   15
the Chairman or Secretary, and by the party or parties to whom any
responsibility is allocated or delegated and which shall set forth the
responsibility or responsibilities so allocated or delegated.

4.4      Employment of Advisors. The Administrative Committee and any party to
whom the Administrative Committee has allocated or delegated responsibility
pursuant to Section 4.3 may employ one or more persons to render advice with
regard to any responsibility which the Administrative Committee, or such party,
as the case may be, has under the Plan, and any person so employed shall be paid
from the Trust Fund reasonable compensation for services rendered, together with
reimbursement for expenses incurred in rendering such services.

4.5      Indemnification; Insurance. The Employer shall indemnify and hold
harmless the Administrative Committee, and each member thereof, and any party to
whom the Administrative Committee has delegated any responsibility pursuant to
Section 4.3, from all liability, joint or several, for their acts, omissions and
conduct, and for the acts, omissions and conduct of their duly appointed agents,
in the administration of the Plan except for those acts, omissions and conduct
resulting from their own willful misconduct or lack of good faith; provided,
however, that if any party would otherwise be entitled to indemnification
hereunder in respect of any liability and such party is insured against loss as
a result of such liability by any insurance contract or contracts, such party
shall be entitled to indemnification hereunder only to the extent that the
amount of such liability exceeds the amount thereof payable under such insurance
contract or contracts.

4.6      Designation of Agent for Service of Process. The Administrative
Committee shall designate an agent for service of legal process in suits against
the Plan and shall, if such designated agent or his successor shall cease to be
designated as agent for service of process for any reason, take such steps as
may be necessary to designate a successor.

4.7      Miscellaneous. To enable the Administrative Committee to perform its
functions, each Participating Employer shall supply full and timely information
of all matters relating to the Compensation for all Active Participants, the
length of service, retirement, death or other causes of termination of
employment of all Employees and Participants, and such other pertinent facts as
the Administrative Committee may require. The Administrative Committee shall
advise the Trustee of such facts and issue to the Trustee such instructions as
may be required by the Trustee in order for the Trustee properly to perform its
duties.


                                    ARTICLE V

                           PARTICIPATION OF EMPLOYEES

5.1      Requirements.

         (a) Each Employee who was a Participant on June 30, 2000, shall
continue to participate under the terms of the restated Plan.

         (b) Each Employee who was not a Participant on June 30, 2000, shall be
eligible to participate under the terms of this Plan commencing with the Plan
Entry Date next following his Employment Commencement Date provided his
Employment Commencement Date is at least six (6) calendar months before said
Plan Entry Date. If an Employee does not satisfy such six-month requirement on
said Plan Entry Date, he shall commence participation on the next Plan Entry
Date after satisfying said requirement. For purposes of meeting the requirements
of this Section, the Employment Commencement Date of an Employee shall be


                                       15
<PAGE>   16
deemed to be the first date the Employee performs an Hour of Service for the
Employer or for any member of the Controlled Group or Affiliated Service Group.

         (c) Notwithstanding the provisions of (a) and (b) above, the following
classifications of Employees shall not be eligible to participate in the Plan:

                  (i)      Independent Contractors (even if a court or
                           administrative agency determines that such
                           individuals who have been treated as independent
                           contractors are common law employees and not
                           independent contractors)

                  (ii)     Interns

                  (iii)    Leased Employees

                  (iv)     On-Call Employees

                  (v)      Seasonal Employees

                  (vi)     Temporary Employees

5.2      Re-Hired Employees.

         (a) If a former Participant who was Vested in any or all of his Accrued
Benefit is rehired, such former Participant shall participate immediately upon
reemployment.

         (b) If a former Participant who had not made Elective Deferrals to the
Plan and who was not Vested in any portion of his Accrued Benefit is rehired,
such former Participant must satisfy the eligibility requirements set forth in
Section 5.1 if the number of his consecutive 1-year Breaks In Service equals or
exceeds the greater of five (5) or the aggregate number of Years of Service
before such Breaks. If the number of such Breaks is less than that required to
disregard prior service, then the Participant shall participate immediately upon
reemployment.

         (c) If an Employee terminates employment after meeting the eligibility
requirements of Section 5.1 but prior to his first Entry Date, and if such
Employee is later rehired by the Employer without having incurred a Break In
Service, such Employee shall participate immediately upon his return. If such
Employee has incurred a Break In Service, he shall participate commencing with
the next Entry Date following his rehire date, provided, however, that if the
number of the Employee's consecutive 1-year Breaks In Service equals or exceeds
the greater of five (5) or the aggregate number of Years of Service before such
Breaks, he must satisfy the eligibility requirements set forth in Section 5.1.

         (d) If an Employee terminates employment prior to meeting the
eligibility requirements of Section 5.1 and is later rehired by the Employer,
such Employee's prior service shall count toward satisfying the requirements of
Section 5.1, provided, however, that if the number of the Employee's consecutive
1-year Breaks In Service equals or exceeds the greater of five (5) or the
aggregate number of Years of Service before such Breaks, he must satisfy the
eligibility requirements set forth in Section 5.1.

5.3      Participation Agreement. Within ninety (90) days after becoming
eligible to participate in the Plan, each Participant may be required to execute
a written statement, on a form or forms to be furnished by the Administrator,
wherein he shall evidence (a) his designation of a Beneficiary or Beneficiaries
to receive any benefits payable under the Plan; and (b) his consent to be bound
by all the terms and conditions of this Plan and the Trust Agreement and all
amendments thereto. This procedure shall be applied in a nondiscriminatory
manner.


                                       16
<PAGE>   17
5.4      Leave of Absence. A Participant's employment is not considered
terminated for purposes of the Plan while he is on leave of absence with the
consent of the Employer, provided that he returns to the employ of the Employer
at the expiration of such leave. Leaves of absence shall mean leaves granted by
the Employer, in accordance with established rules uniformly applied to all
Employees, for reasons of health or public service, for reasons set forth under
the Family and Medical Leave Act of 1993, or for reasons determined by the
Employer to be in its best interests. The taking of leave under this Section 5.4
shall not result in the loss of any benefit accrued under the Plan prior to the
date on which the leave commenced. A Participant's employment shall also not be
deemed to have terminated while he is a member of the Armed Forces of the United
States, provided that he returns to the employment of the Employer within ninety
(90) days (or such longer period as may be prescribed by law) from the date he
first became entitled to his discharge. Participants who do not return to the
employ of the Employer within sixty (60) days immediately following the end of
the leave of absence, or within the required time in case of service with the
Armed Forces, shall be deemed to have terminated their employment as of the date
when their leaves of absence ended, unless such failure to return was the result
of Early Retirement, Normal Retirement, deferred retirement, Disability or
death.


                                   ARTICLE VI

                                  CONTRIBUTIONS

6.1      Employer Contributions:  Types and Amounts.

         (a) Employer Matching Contributions. Subject to the Actual Contribution
Percentage limitations hereinbelow, the Employer shall make Employer Matching
Contributions in an amount equal to one hundred percent (100%) of the amount a
Participant elects to defer pursuant to Section 6.2 below, up to a maximum of
six percent (6%) of such Participant's Compensation. Such contribution shall be
paid in cash or in kind to the Trust Fund on or before the date prescribed in
the Code for the filing of the Employer's Federal Income Tax Return, including
extensions thereof, for the Taxable Year of the Employer for which the
contribution is made.

         (b) Elective Deferrals as Employer Contributions. Contributions made
pursuant to Section 6.2 hereinbelow, unless otherwise specifically provided in
the Code or Treasury regulations, are treated as a contribution of the Employer
for Sections 401(a), 401(k), 404, 411, 415, 416 and 417 of the Code.

6.2      Elective Deferrals: Amounts and Procedures. Elective Deferrals shall be
accumulated through payroll deductions and shall be paid to the Trustee with
reasonable promptness but not later than the 15th business day of the month
following the month in which such amounts would otherwise have been made payable
to the Participant in cash. Elective Deferrals shall be made as follows:

         (a) Subject to the limitations in Section 6.3, 6.5, 6.7 and 7.4
hereinbelow, each Participant may elect to defer a portion of his Compensation
(in whole percentage increments) by directing the Employer in a salary reduction
agreement to withhold such contribution through payroll deduction. The minimum
deferral shall be one percent (1%) of Compensation, and the maximum deferral
shall be fifteen percent (15%) of Compensation.

         (b) The Employer and Administrator shall adopt procedures necessary to
implement all arrangements for the election and payment of Elective Deferrals.
Elections to commence, modify or terminate such Elective Deferrals may be made
by the Participant as often as the Administrator determines, but not less
frequently than annually, and may be made in writing or electronically with
proof of signature. Participant


                                       17
<PAGE>   18
elections described in this subparagraph must be made before the Compensation to
be deferred becomes currently available to the Employee and may not be applied
retroactively.

6.3      Elective Deferral Dollar Limitations.

         (a) No Participant shall be permitted to make Elective Deferrals during
any taxable year of the Participant, in excess of Ten Thousand Five Hundred
Dollars ($10,500). The sum of Ten Thousand Five Hundred Dollars ($10,500) shall
be adjusted for increases in the cost of living pursuant to Code Section 402(g)
and the regulations thereunder.

         (b) "Excess Elective Deferrals" shall mean those Elective Deferrals
that are includible in a Participant's gross income under Code Section 402(g) to
the extent such Participant's Elective Deferrals for a taxable year exceed the
dollar limitation under such Code Section.

         (c) In the event the limitation set forth in this paragraph is
exceeded, one of the following actions shall be taken:

                  (i) Distribution After Taxable Year. By March 1 of the year
following the close of his taxable year, the Participant must notify the Plan
Administrator in writing of the excess and the amount of the excess to be
allocated to the Plan. The Participant is deemed to have notified the Plan of
excess deferrals to the extent such Participant has excess deferrals for the
taxable year calculated by taking into account only elective deferrals under the
Plan and other plans of the Employer. Under such circumstances, the Employer may
notify the Plan on behalf of the Participant. Notwithstanding any other
provision of the Plan, and provided notification has been given in accordance
with this subparagraph, the excess amount (adjusted for gains/losses) shall be
distributed to the Participant no later than April 15 following the close of the
Participant's taxable year in which the excess deferral occurred.

                  (ii) Distribution During Taxable Year. A Participant may
receive a corrective distribution of excess deferrals during the same taxable
year in which the excess deferral occurred, provided the Participant and the
Plan designate the distribution as an excess deferral, and the correcting
distribution is made after the date on which the Plan received the excess
deferral.

                  (iii) Retention in Plan. Elective Deferrals which are not
distributed on or before April 15 following the close of the Participant's
taxable year shall remain in the Plan until such time that distributions are
otherwise allowed in accordance with the terms and provisions of ARTICLE VIII
hereinbelow.

         (d) Determination of income or loss: Excess Elective Deferrals shall be
adjusted for any income or loss up to the date of distribution. The Plan shall
compute the income or loss allocable to Excess Elective Deferrals in the same
manner specified in Section 7.1 hereinbelow for allocating income to
Participant's accounts.

6.4      Non-deductible Employee Contributions.

         (a) A Participant shall not be required nor permitted to make
nondeductible contributions to the Trust Fund.

         (b) Prior to January 1, 1984, the Plan accepted nondeductible Employee
Contributions. An Employee Contribution Account shall continue to be maintained
by the Trustee for the nondeductible Employee Contributions of each Participant.
Employee Contributions and earnings thereon will be nonforfeitable at all times,
and optional forms of benefit with respect to a Participant's Employee
Contributions shall be protected.


                                       18
<PAGE>   19
6.5      Actual Deferral Percentage Limitations.

         (a) The Plan shall meet and incorporate by reference the Actual
Deferral Percentage test set forth in Code Section 401(k)(3) and the regulations
thereunder, using the current Plan Year's Actual Deferral Percentage for Highly
Compensated Employees and the current year's Actual Deferral Percentage for
Participants who were Non-Highly Compensated Employees for the current Plan
Year. The Plan further incorporates by reference any subsequent guidance from
the Internal Revenue Service issued under the applicable Code provisions.

         (b) Corrective Measures. In the event the Actual Deferral Percentage
for Highly Compensated Employees does not satisfy the test set forth in
subparagraph (a) hereinabove, Excess Contributions (adjusted for any income or
loss) that are specifically designated as such by the Employer may be
distributed to the appropriate Highly Compensated Employees within two and
one-half (2 1/2) months after the close of the Plan Year for which such Excess
Contributions were made. The amount of Excess Contributions for a Highly
Compensated Employee is determined in the following manner: (1) the actual
deferral ratio (ADR) of the Highly-Compensated Employee with the highest ADR is
reduced to the extent necessary to satisfy the actual deferral percentage (ADP)
test or cause such ratio to equal the ADR of the Highly-Compensated Employee
with the next highest ratio; (2) the process is repeated until the ADP test is
satisfied. The total dollar amount of Excess Contributions is equal to the sum
of the above reductions multiplied, in each case, by the Highly- Compensated
Employee's Compensation. The amount of Excess Contributions to be distributed
shall be determined on the basis of the amount of contributions made by each
Highly-Compensated Employee, taking into account those Excess Contributions
attributable first to the Highly-Compensated Employees who have the greatest
dollar amount of elective deferrals. The following additional provisions apply
to distributions under this subparagraph (b):

                  (i) Distributions may be postponed but not later than the
close of the Plan Year following the Plan Year for which such Excess
Contributions were made. Distributions that are postponed pursuant to the
preceding sentence shall cause the Employer to be subject to the excise tax
imposed by Code Section 4979.

                  (ii) Determination of income or loss: Excess Contributions
shall be adjusted for any income or loss up to the date of distribution. The
Plan shall compute the income or loss allocable to Excess Contributions in the
same manner specified in Section 7.1 hereinbelow for allocating income to
Participant's accounts.

                  (iii) If, pursuant to Section 6.3 above, Excess Elective
Deferrals have been distributed for the Employee's taxable year ending with or
within the Plan Year, the Plan shall offset such distribution from the amount of
such Employee's Excess Contributions to be distributed for such Plan Year. The
amount of Excess Elective Deferrals that may be distributed by the Plan for a
taxable year of the Employee must be reduced by the amount of Excess
Contributions previously distributed for the Plan Year beginning with or within
that taxable year.

         (c) If a Highly Compensated Employee participates in two or more cash
or deferred arrangements that have different Plan Years, all cash or deferred
arrangements ending with or within the same calendar year shall be treated as a
single arrangement. Notwithstanding the foregoing, certain plans shall be
treated as separate if mandatorily disaggregated under regulations under Section
401(k) of the Code.

         (d) Plans may be aggregated in order to satisfy Section 401(k) of the
Code only if such plans have the same Plan Year and use the same Actual Deferral
Percentage testing method (prior year or current year). To determine whether the
Plan satisfies the Actual Deferral Percentage Test, all Elective Deferrals


                                       19
<PAGE>   20
made under two or more plans aggregated under Section 401(a)(4) or 410(b) of the
Code (other than Section 410(b)(2)(A)(ii)) will be treated as made under a
single plan. Furthermore, if two or more plans are permissively aggregated for
purposes of Section 401(k), the aggregated plans must also satisfy Sections
401(a)(4) and 410(b) as though they were a single plan.

         (e) The Employer shall maintain records sufficient to demonstrate
satisfaction of the Actual Deferral Percentage test.

6.6      Actual Contribution Percentage.

         (a) The Plan shall meet and incorporate by reference the Actual
Contribution Percentage test set forth in Code Section 401(m)(2) and the
regulations thereunder, using the current Plan Year's Actual Contribution
Percentage for Highly Compensated Employees and the current year's Actual
Contribution Percentage for Participants who were Non-Highly Compensated
Employees for the current Plan Year. The Plan further incorporates by reference
any subsequent guidance from the Internal Revenue Service issued under the
applicable Code provisions.

         (b) Corrective Measures. In the event the Actual Contribution
Percentage for Highly Compensated Employees does not satisfy the test set forth
in subparagraph (a) hereinabove, Excess Aggregate Contributions (adjusted for
any income or loss) that are specifically designated as such by the Employer may
be forfeited, if forfeitable, or may be distributed to the appropriate Highly
Compensated Employees within two and one-half (2 1/2) months after the close of
the Plan Year for which such Excess Aggregate Contributions were made. The
amount of Excess Aggregate Contributions is determined in the following manner:
(1) the actual contribution ratio (ACR) of the Highly-Compensated Employee with
the highest ACR is reduced to the extent necessary to satisfy the actual
contribution percentage (ACP) test or cause such ratio to equal the ACR of the
Highly-Compensated Employee with the next highest ratio; (2) the process is
repeated until the ACP test is satisfied. The total dollar amount of Excess
Aggregate Contributions is equal to the sum of the above reductions multiplied,
in each case, by the Highly-Compensated Employee's Compensation. The amount of
Excess Aggregate Contributions to be distributed shall be determined on the
basis of the amount of contributions made on behalf of each Highly-Compensated
Employee, taking into account those Excess Aggregate Contributions attributable
first to the Highly-Compensated Employees who have the greatest dollar amount of
Employer Matching Contributions.

                  (i) Amounts shall be forfeited or distributed, as applicable,
from the Participant's Employer Matching Contribution Account (and if
applicable, the Participant's Elective Deferral Account), but only to the extent
not used in the Actual Deferral Percentage test. Amounts forfeited by Highly
Compensated Employees under this Section shall be allocated or applied in
accordance with Section 9.3, provided that no forfeitures arising under this
Section shall be allocated to the Account of any Highly Compensated Employee.

                  (ii) Distributions and forfeitures under this Section may be
postponed but not later than the close of the Plan Year following the Plan Year
for which such Excess Contributions were made. Distributions and/or forfeitures
that are postponed pursuant to the preceding sentence shall cause the Employer
to be subject to the excise tax imposed by Code Section 4979.

                  (iii) Determination of income or loss: Excess Aggregate
Contributions shall be adjusted for any income or loss up to the date of
distribution. The Plan shall compute the income or loss allocable to Excess
Aggregate Contributions in the same manner specified in Section 7.1 hereinbelow
for allocating income to Participant's accounts.

                                       20
<PAGE>   21
         (c) If a Highly Compensated Employee participates in two or more cash
or deferred arrangements that have different Plan Years, all cash or deferred
arrangements ending with or within the same calendar year shall be treated as a
single arrangement. Notwithstanding the foregoing, certain plans shall be
treated as separate if mandatorily disaggregated under regulations under Section
401(m) of the Code.

         (d) Plans may be aggregated in order to satisfy Section 401(m) of the
Code only if such plans have the same Plan Year and use the same Actual
Contribution Percentage testing method (prior year or current year). To
determine whether the Plan satisfies the Actual Contribution Percentage Test,
all Employer Matching Contributions and non-deductible Employee Contributions
(if any) made under two or more plans aggregated under Section 401(a)(4) or
410(b) of the Code (other than Section 410(b)(2)(A)(ii)) will be treated as made
under a single plan. Furthermore, if two or more plans are permissively
aggregated for purposes of Section 401(m), the aggregated plans must also
satisfy Sections 401(a)(4) and 410(b) as though they were a single plan.

         (e) The Employer shall maintain records sufficient to demonstrate
satisfaction of the Average Contribution Percentage test.

6.7      Aggregate Limit for Multiple Use of Alternative Limitation.

         (a) This Section 6.7 applies if the Plan relies on the following
alternative limitations to satisfy the Actual Deferral Percentage and Actual
Contribution Percentage tests, respectively:

                  (i) The Actual Deferral Percentage for Highly Compensated
Employees for the Plan Year shall not be more than two hundred percent (200%) of
the Actual Deferral Percentage for all Nonhighly Compensated Employees, provided
the difference between such percentages is not more than two (2) percentage
points.

                  (ii) The Actual Contribution Percentage for Highly Compensated
Employees for the Plan Year shall not be more than two hundred percent (200%) of
the Actual Contribution Percentage for all Nonhighly Compensated Employees,
provided the difference between such percentages is not more than two (2)
percentage points.

         (b) If subparagraph (a) above applies, the sum of the Actual Deferral
Percentage and Actual Contribution Percentage for Highly Compensated Employees
is subject to the aggregate limit. For purposes of this Section, the aggregate
limit is the greater of:

                  (i) The sum of:

                           (A) 125 percent of the greater of (1) the Actual
Deferral Percentage of the group of Non-Highly Compensated Employees eligible
under the arrangement subject to Code Section 401(k), or (2) the Actual
Contribution Percentage of the group of Non-Highly Compensated Employees
eligible under this Plan which is subject to Code Section 401(m), and

                           (B) Two plus the lesser of (1) or (2) above (provided
that in no event shall this amount exceed 200 percent of the lesser of (1) or
(2) above); or

                  (ii) The limit in subparagraph (b)(i) above modified by
substituting the word "lesser" for "greater" each time it appears in (b)(i)(A)
and by substituting the word "greater" for "lesser" each time it appears in
(b)(i)(B).



                                       21
<PAGE>   22
         (c) If the aggregate limit set forth in this Section 6.7 is exceeded,
the Administrator shall reduce the Actual Deferral Percentage of all
Highly-Compensated Employees in the Plan to the extent that the combined Actual
Deferral Percentage and Actual Contribution Percentage does not exceed the
aggregate limit described in this Section 6.7. The amount of the reduction must
be distributed to the Highly Compensated Employees according to the allocation
produced by the leveling method described in Section 6.5(b) hereinabove. Such
amount shall be treated as an Excess Contribution.

6.8      Additional Contribution to Restore Cashed-Out Benefits. In the event a
Participant who has received a distribution of his Vested Accrued Benefit under
Section 9.2 hereinbelow, and who is subsequently reemployed by the Employer,
repays the amount of such distribution as required by Section 9.2, the Employer
shall, upon such repayment, make a contribution to such Participant's Account(s)
in an amount equal to the part of such Account(s) which was forfeited.

6.9      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 the
Employer for the year has been made, the Employer shall make an additional
contribution so that the omitted Employee receives a total amount which the said
Employee would have received 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.

6.10     Inclusion of Ineligible Employee. If, 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.


                                   ARTICLE VII

                     ALLOCATIONS AND ADJUSTMENTS TO ACCOUNTS

7.1      Procedure. The balance in each Participant's Accounts, less in-service
withdrawals, shall be determined as of the first day of each Plan Year. After
such balance has been determined, adjustments and allocations shall be made to
each account by the Administrator according to the following procedure:

         (a) The Administrator shall determine the earnings, losses and
increases or decreases ("earnings and losses") in the fair market value of each
of the Investment Funds established per ARTICLE XIII as follows:

                  (i) Prior to July 1, 2000, earnings and losses shall be
determined as of the end of each calendar quarter. The earnings or losses within
each fund shall be allocated to each active and Inactive Participant's
account(s) based on each Participant's prorata share of such fund.

                  (ii) Effective July 1, 2000, earnings and losses shall be
determined on a daily basis. The earnings or losses within each fund shall be
allocated to each active and Inactive Participant's account(s) based on each
Participant's prorata share of such fund.


                                       22
<PAGE>   23
         (b) As of each Anniversary Date, Employer Matching Contributions shall
be allocated to each Participant's Employer Matching Contribution Account in an
amount contributed on his behalf pursuant to Section 6.1(a) hereinabove.

         (c) Elective Deferrals made pursuant to Sections 6.1 and 6.2
hereinabove shall be allocated to each Participant's Elective Deferral
Account(s) in an amount equal to such Elective Deferrals.

         (d) If a Participant has forfeited all or part of his Accrued Benefit,
pursuant to ARTICLE IX, his account(s) which included the part forfeited shall
be reduced by the amount of such forfeiture.

7.2      Accrual of Contributions.

         (a) Except as provided in Section 7.2(b) and 7.2(c) hereof, a
Participant shall share in Employer Matching Contributions only if he has
completed one thousand (1,000) Hours of Service with the Employer during the
Plan Year for which the contribution is made and is employed by the Employer on
the Anniversary Date of such Plan Year.

         (b) A contribution shall be allocated to a retired, deceased or
disabled Participant for the year in which he attains his Early or Normal
Retirement Age (or, if he continues to be employed by the Employer, the year in
which he separates from service after attainment of Early or Normal Retirement
Age), dies or becomes disabled, without regard to the requirement that he
complete one thousand (1,000) Hours of Service and be employed on the
Anniversary Date of the Plan Year for which the contribution is made.

         (c) In the event the Plan is determined to be a Top-Heavy Plan as
defined in Section 10.2 for any Plan Year, a contribution (as determined in
Section 10.1) of up to three percent (3%) of a Participant's Compensation (for
the year for which the contribution is made) shall be allocated to a Participant
for such Plan Year even though such Participant fails to complete one thousand
(1,000) Hours of Service during such Plan Year, provided such Participant is
employed on the Anniversary Date of such Plan Year. The allocation in this
subparagraph shall be applicable to all Participants who are non-key employees.

7.3      Accounts. The Administrator shall maintain for each Participant an
Employer Matching Contribution Account, an Elective Deferral Account and, as
applicable, a Profit Sharing Contribution Account, an Employer Stock Account, a
Withdrawable Account, a Rollover Account and such other accounts that may be
established for administrative purposes. In the case of a Participant to whom
Section 9.4(c) is applicable, the Administrator shall divide the Participant's
Employer Matching Contribution Account into separate sub-accounts for pre-break
Accrued Benefits and post-break Accrued Benefits. Each account shall consist of
contributions allocable to such Participant and the earnings, losses, expenses,
and increases or decreases in the fair market value of the Trust Fund
attributable to the account.

7.4      Limitations on Annual Additions.

         (a) Limitations. The maximum annual addition that may be contributed or
allocated to a Participant's Employer and Employee Contribution Accounts in the
Plan or any Qualified Plan of members of the Controlled Group or Affiliated
Service Group shall not exceed, for any Taxable Year of the Plan, the lesser of
(1) $30,000 (as adjusted for cost of living increases pursuant to Section 415(d)
of the Code), or (2) twenty-five percent (25%) of a Participant's "Section 415
Compensation." Any adjustments to the sum of $30,000 above shall be effective
commencing the first day of the Plan Year for which the adjustment applies. The
compensation limitation referred to above shall not apply to any contribution
for medical benefits (within the meaning of Section 419A(f)(2) of the Code)
after separation from service which is otherwise treated as an annual addition
under Section 415(l)(1) or 419A(d)(2) of the Code.


                                       23
<PAGE>   24
         (b) Annual Additions. For purposes of this Section, the term "annual
addition" shall mean the sum for any such Taxable Year of (1) Employer Matching
Contributions, (2) Elective Deferrals, (3) forfeitures, if any, (4) any amount
attributable to post-retirement medical benefits allocated to an account
established pursuant to Section 419A(d) of the Code, and (5) any amounts
described in Section 415(l)(1) of the Code.

         (c) Treatment of Excess Deferrals and Excess Contributions.
Contributions do not fail to be annual additions merely because they are excess
deferrals, excess contributions or excess aggregate contributions or merely
because excess contributions or excess aggregate contributions are corrected
through distribution. Excess deferrals that are distributed in accordance with
Section 6.3 hereinabove are not annual additions.

         (d)      Section 415 Compensation.

                  (i) Notwithstanding anything herein to the contrary, "Section
415 Compensation" shall include wages, salaries, fees for professional services,
amounts received (without regard to whether or not an amount is paid in cash)
for personal services actually rendered in the course of employment with the
Employer to the extent that the amounts are includible in gross income
(including, but not limited to, commissions paid salesmen, compensation for
service on the basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements or other expense
allowances under a non-accountable plan (as described in Section 1.62-2(c) of
the Treasury regulations)), earned income, if applicable, as described in Code
Section 401(c)(2), amounts described in Code Sections 104(a)(3), 105(a) and
105(h) to the extent such amounts are included in the gross income of the
Employee, IRC Section 911 earned income, if any, moving expenses paid or
reimbursed by the Employer to the extent not deductible by the Employee under
Section 217 of the Code, the value of non-qualified stock options to the extent
includible in gross income for the taxable year in which granted, and the value
of property transferred, in accordance with Code Section 83(b), in connection
with the performance of services which an Employee elects to include in gross
income.

                  (ii) For Limitation Years beginning after December 31, 1997,
"Section 415 Compensation" shall also include an Employee's elective deferrals
under Section 402(g)(3) of the Code and any amount which is contributed or
deferred by the Employer at the election of the Employee and which is not
includible in the gross income of the Employee by reason of Sections 125 or 457
of the Code.

                  (iii) "Section 415 Compensation" shall exclude any
distribution from a deferred compensation plan, amounts realized from the
exercise of a non-qualified stock option or when restricted stock or property
held by the Employee becomes freely transferable, amounts realized from
disposition of stock acquired under a qualified stock option, premiums for group
term life insurance, or contributions toward the purchase of a qualified annuity
contract.

                  (iv) For Plan Years beginning after December 31, 1991, for
purposes of applying the limitations of this Section, Compensation for a
Limitation Year is the Compensation actually paid or made available during such
Limitation Year. "Section 415 Compensation" shall be limited to the amount
specified in Section 401(a)(17) of the Code, as adjusted in the same manner
permitted under Code Section 415(d).

                  (v) A Participant's "Section 415 Compensation" shall include
any amounts earned by such Participant from the Employer or from any member of
the Controlled Group or Affiliated Service Group which maintains a plan which is
qualified under Section 401(a) of the Code.

         (e) Other Defined Contribution Plan. If the Employer maintains one or
more other defined contribution plans, as defined in Section 414(i) of the Code,
the amount of the annual additions allocable under


                                       24
<PAGE>   25
this Plan shall not exceed the maximum amount provided for in Section 7.4(a),
reduced by the sum of any allocations of annual additions made to the
Participant's Accounts under any such other Plans.

         (f) Excess Annual Additions. If, as a result of the allocation of
forfeitures, a reasonable error in estimating a Participant's "Section 415
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 individual under limits of Section 415, or under other limited
facts and circumstances which the Commissioner may determine, the annual
additions exceed the maximum limitation, the excess amount will be reduced by
any one of the following methods:

                  (i) Any Elective Deferrals and nondeductible Employee
Contributions, and gains attributable thereto, to the extent they would reduce
the excess amount, will be returned to the Participant. Such amounts shall be
disregarded for purposes of Code Section 402(g), the actual deferral percentage
test of Code Section 401(k)(3), and the actual contribution percentage test of
Code Section 401(m).

                  (ii) The excess amounts in the Participant's account may be
allocated and reallocated to other Participants in the Plan. However, if the
allocation or reallocation of the excess amounts pursuant to this subparagraph
causes the limitations of this Section 7.4 to be exceeded with respect to each
Plan Participant for the Limitation Year, then these amounts must be held
unallocated in a suspense account. If a suspense account is in existence at any
time during a particular Limitation Year, other than the Limitation Year
described in the preceding sentence, all amounts in the suspense account must be
allocated and reallocated to Participants' accounts (subject to the limitations
of this Section 7.4) before any Employer Contributions and Employee
Contributions which would constitute annual additions may be made to the Plan
for that Limitation Year.

                  (iii) If the Participant is covered by the Plan at the end of
the Limitation Year, the excess amount in the Participant's account shall be
used to reduce Employer Contributions (including any allocation of forfeitures)
for such Participant in the next Limitation Year, and each succeeding Limitation
Year if necessary. If the Participant is not covered by the Plan at the end of a
Limitation Year, the excess amount shall be held unallocated in a suspense
account. The suspense account shall be applied to reduce future Employer
Contributions for all remaining Participants in the next Limitation Year, and
each succeeding Limitation Year if necessary.

                  (iv) If a suspense account is in existence at any time during
a Limitation Year pursuant to this Section, it will not participate in the
allocation of the Trust's investment gains and losses. If a suspense account is
in existence at any time during a particular Limitation Year, all amounts in the
suspense account must be allocated and reallocated to Participants' accounts
before any Employer or any Employee Contributions may be made to the Plan for
that Limitation Year. Except as provided in subparagraph (i), excess amounts may
not be distributed to Participants or former Participants.

                  (v) In the event the Plan is terminated, the Annual Addition
Suspense Account shall be returned to the Employer to the extent it may not then
be allocated to any Participant's Account.

                  (vi) In the event Employer has another Qualified Plan in
addition to the Plan, a Participant's Employer Contribution Account in this Plan
shall first be reduced.


                                       25
<PAGE>   26
                                  ARTICLE VIII

                                    BENEFITS

8.1      Participant's Rights and General Rules. Notwithstanding anything in
this Plan to the contrary, a Participant shall not have a right to receive his
Accrued Benefit or any of the assets held in the Trust Fund except in accordance
with the terms and provisions of ARTICLE VIII. The Accrued Benefit and assets of
a Participant reflected in his Elective Deferral Account shall not be
distributed to a Participant or Beneficiary before one of the following events:

         (a) The Employee's retirement, death, Disability or separation from
service.

         (b) The termination of the Plan without the establishment of a
successor plan as described in Section 16.3 of the Plan and as limited by such
Section. Distributions due to the occurrence of this event shall be made in a
lump sum.

         (c) The disposition by the Employer to an unrelated corporation of
substantially all of the assets (within the meaning of Section 409(d)(2) of the
Code) used in a trade or business of the Employer if the Employer continues to
maintain the Plan after the disposition, but only with respect to Employees who
continue employment with the corporation acquiring such assets. Distributions
due to the occurrence of this event shall be made in a lump sum.

         (d) The disposition by the Employer to an unrelated entity of the
Employer's interest in a subsidiary (within the meaning of Section 409(d)(3) of
the Code) if the Employer continues to maintain the Plan, but only with respect
to Employees who continue employment with such subsidiary. Distributions due to
the occurrence of this event shall be made in a lump sum.

         (e) The Participant's attainment of age 59-1/2.

8.2      Retirement Benefits.

                  (a) Normal Retirement Benefit. A Participant who attains his
Normal Retirement Age shall have a normal retirement benefit equal to his
Accrued Benefit as of the Valuation Date at the end of the Plan Year during
which such event occurs. Subject to the provisions of Section 8.3 hereinbelow,
payment of his normal retirement benefit shall commence as soon as
administratively possible following close of the Plan Year during which such
event occurs.

                  (b) Early Retirement. A Participant who attains his Early
Retirement Age shall have a benefit equal to his Accrued Benefit as of the
Valuation Date at the end of the Plan Year during which such event occurs. Upon
termination of employment due to attainment of Early Retirement Age, payment of
such Participant's Vested Accrued Benefit shall commence as soon as
administratively possible following close of the Plan Year during which such
event occurs; provided, however, that the distribution may be made earlier under
non-discriminatory rules adopted by the Plan Administrator.

8.3      Deferred Retirement Benefits. If a Participant continues to be employed
by the Employer after he has attained his Normal Retirement Age, such
participant shall continue to share in the allocation of contributions in
accordance with ARTICLE VII. In no event shall benefit payments be delayed
beyond a Participant's required beginning date set forth in this ARTICLE, nor is
this Section intended to provide any Participant with a right to continue in the
employ of Employer.


                                       26
<PAGE>   27
8.4      Disability Benefit. A Participant who, while an Employee, incurs a
Disability prior to his Normal Retirement Age shall have a benefit equal to his
Accrued Benefit as of the last Valuation Date. Upon termination of employment
due to such Disability, payment of his benefit shall commence as soon as
administratively possible following close of the Plan Year during which such
event occurs.

8.5      Death Benefit. A Participant who dies shall have a benefit equal to his
Accrued Benefit as of the last Valuation Date. Payment of his benefit shall
commence as soon as administratively possible following close of the Plan Year
during which such event occurs.

         (a) Unless otherwise elected as provided below, the Beneficiary of a
Participant's death benefit shall be the Participant's spouse. The Participant
may designate a Beneficiary other than his spouse if:

                  (i) the Participant and his spouse validly waive the spouse's
right to be the Participant's Beneficiary and the spouse consents to the
designated alternative beneficiary. Such waiver and consent must be in writing
and signed by both the Participant and the Participant's spouse and witnessed by
a Plan representative or notary public; or

                  (ii) the Participant has no spouse and can establish such fact
to the satisfaction of a Plan representative; or

                  (iii) the spouse cannot be located and the Participant can
establish such fact to the satisfaction of a Plan representative.

         (b) Any consent by a spouse (or the establishment that the consent of
the spouse may not be obtained) under subparagraph (a) above shall be effective
only with respect to such spouse. Additionally, a Participant may revoke a prior
waiver without the consent of the spouse at any time prior to the commencement
of benefits. The number of revocations shall not be limited.

         (c) Anything to the contrary herein contained notwithstanding, in the
event that either a Participant shall name his estate or a trust as his
Beneficiary or the Participant's estate shall be treated as the Participant's
Beneficiary under Section 3.9 hereinbelow, and if (i) the Participant is
survived by the Participant's spouse, and (ii) such spouse, as personal
representative of the Participant's estate and/or as trustee of any such trust,
as the case may be, can unilaterally, by virtue of serving in such capacity or
capacities, cause a distribution hereunder to such nominal Beneficiary to
immediately thereafter pass to such spouse, outright, as a beneficiary of such
estate or trust, (iii) such spouse demonstrates to the satisfaction of the
Administrative Committee the existence of the facts described in (i) and (ii) of
this subparagraph (c), and (iv) such spouse executes individually, or as
personal representative of the Participant's estate and/or as trustee of any
such trust, such documents as the Administrative Committee may deem necessary to
carry out the purposes of this provision and for its legal protection, then the
Administrative Committee may, if requested by such spouse, treat such spouse as
the Beneficiary of such Participant.

8.6      Benefit Upon Other Termination of Employment. A Participant who
terminates employment, whether voluntarily or involuntarily, for any reason
other than attainment of Normal or Early Retirement Age, disability or death,
shall be entitled to his Vested Accrued Benefit in accordance with Article IX
hereof. Payment of such Vested Accrued Benefit shall be in accordance with this
Article and shall commence no later than the end of the calendar quarter
following the quarter during which such event occurs.


                                       27
<PAGE>   28
8.7      Methods of Distribution.

         (a) If a Participant terminates employment due to Early or Normal
Retirement Age, death, or disability, such Participant may elect to receive his
Vested Accrued Benefit under one of the following options:

                  (i) In one lump sum.

                  (ii) In annual or more frequent periodic installments of
substantially equal amounts for a specified number of years, not in excess of
the lesser of: thirty (30) years or (2) the life expectancy of the Participant
and his Beneficiary (if the Beneficiary is a natural person). The present value
of the retirement benefit projected to be made to the Participant must be more
than fifty percent (50%) of the present value of the total payments projected to
be made to the Participant and the Participant's Beneficiary. If this option is
selected, the amount of each periodic payment shall be adjusted, prior to each
payment, for earnings and losses allocated to the Participant's account, and
such adjustment shall be spread among the remaining payments. In the event any
portion of the Participant's Accrued Benefit is held in a Stock Fund maintained
for him, the last installment shall be paid from such Fund in whole shares (with
fractional shares paid in cash). The Participant (or Beneficiary) may elect a
single sum distribution of his remaining installments at any time in accordance
with procedures established by the Administrator.

         (b) Upon termination of employment with the Employer for reasons other
than Early Retirement, Normal Retirement, death or disability, or upon the
termination of the Plan, the Participant may elect to receive his Vested Accrued
Benefit in one lump sum. In the event any portion of the Participant's Accrued
Benefit is held in a Stock Fund maintained for him, such Fund shall be
distributed in whole shares, with fractional shares paid in cash.

8.8      General Consent Rules.

         (a) The Administrator will distribute the present value of a
Participant's Vested Accrued Benefit without the consent of the Participant if
such value does not exceed Five Thousand Dollars ($5,000) on the date the
distribution commences. If such value exceeds $5000 on the date the distribution
commences (or, in the case of a Participant currently receiving periodic
payments, the date of the first of such periodic payments), and such benefit is
immediately distributable, such benefit may not be immediately distributed
without the written consent of the Participant. A Participant's Vested Accrued
Benefit is considered immediately distributable if any part of the benefit could
be distributed to the Participant (or surviving spouse) before the Participant
attains (or would have attained if not deceased) his Normal Retirement Age. At
least 30 but not more than 90 days prior to the Participant's Payment Starting
Date, the Administrator shall provide the Participant with a written notice of
his distribution options.

         (b) A distribution may commence less than 30 days (but not less than
seven (7) days) after the notice of distribution options is given, provided
that:

                  (i) The Plan Administrator clearly informs the Participant
that he 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

                  (ii) the Participant, after receiving the notice,
affirmatively elects a distribution.

8.9      In-Service Withdrawals.

         (a) An active Participant may elect, by written instrument delivered to
the Administrator, to withdraw up to fifty percent (50%) of his Employer
Matching Contributions and Profit Sharing Contributions (as defined in Section
3.52) that have been in his account for two (2) years.


                                       28
<PAGE>   29
         (b) A Participant who has attained age 59-1/2 and completed five (5)
Years of Vesting Service with the Employer may elect, by written instrument
delivered to the Administrator, to withdraw all or any portion of his Accrued
Benefit.

         (c) Amounts available for withdrawal under subparagraph 8.9(a) shall be
recorded in a Withdrawable Account established for the Participant. Withdrawable
Accounts shall be fully-vested at all times. Rollover Accounts and Transfer
Accounts shall not be available for withdrawal under subparagraph 8.9(a) but may
be withdrawn under subparagraph 8.9(b).

         (d) Funds which are invested in Employer Stock and the proceeds of
funds formerly invested in Employer Stock shall not be available for withdrawal.
If the Participant subsequently sells such Employer Stock, the proceeds of such
sale shall not then become available for withdrawal. However, effective October
1, 2000, if Employer Stock has been in the Participant's Employer Stock Account
for two years and if such Employer Stock is sold, the proceeds of such sale
shall be available for withdrawal. If such Stock had not been in the Account for
two years, then the proceeds shall not be available for withdrawal until the
Stock, but for the sale, would have been in the Account for two years.

8.10     Statutory Commencement of Benefits.

         (a) Unless the Participant elects to postpone his distribution until
his required beginning date specified in Section 8.12, payment of his Accrued
Benefit must commence not later than the sixtieth (60th) day after the close of
a Plan Year in which the latest of the following events occurs:

                  (i) The attainment by the Participant of his Normal Retirement
Age;

                  (ii) The tenth (10th) anniversary of the date on which the
Participant commenced participation in the Plan; or

                  (iii) Termination of employment by the Participant.

         (b) If a Participant has terminated employment before satisfying the
age requirement for attaining his Early Retirement Age, but has satisfied the
service requirement necessary for an Early Retirement Benefit, such Participant
shall be entitled to elect an Early Retirement Benefit upon satisfaction of such
age requirement.

8.11     General Rules for Required Distributions.

         (a) The requirements of this Section and Sections 8.12 and 8.13
following shall apply to any distribution of a Participant's interest and shall
take precedence over any inconsistent provisions of the Plan. Unless otherwise
specified, the provisions of this Section apply to calendar years beginning
after December 31, 1984.

         (b) All distributions required under this Article shall be determined
and made in accordance with the Income Tax Regulations under IRC 401(a)(9),
including the minimum distribution incidental benefit requirement of Section
1.401(a)(9)-2 of the Regulations.

         (c) Distributions shall be made in a form under which the present value
of the retirement benefit projected to be made to the Participant, while living,
is more than fifty percent (50%) of the present value of the total payments
projected to be made to the Participant and the Participant's Beneficiary.


                                       29
<PAGE>   30
         (d) Notwithstanding the requirements of this Section, a Participant who
duly and properly made an Election of the Time and Distribution of Retirement
Plan Benefits as provided for in Section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act of 1982 may receive his distribution in accordance with such
election, provided: (1) the distribution is one which would not have
disqualified the trust under Section 401(a)(9) of the Code as in effect on
December 31, 1983, (2) the election was in writing and signed by the Participant
or Beneficiary prior to January 1, 1984, (3) the Participant had accrued a
benefit under the Plan as of December 31, 1983, (4) the election satisfies IRC
401(a)(11) and 417, provided, however, that payments pursuant to such election
shall not be made in a form which would subject the distribution to the annuity
requirements of Sections 401(a)(11)(A) and 417 of the Code.

8.12     Required Beginning Date.

         (a) Non-Five Percent (5%) Owners. The required beginning date of a
Participant who is not a five percent (5%) owner is the April 1 of the calendar
year following the calendar year in which occurs the later of retirement or
attainment of age 70-1/2.

         (b) Five Percent (5%) Owners. The required beginning date of a
Participant who is a Five Percent Owner is the April 1 following the calendar
year in which the Participant attains age 70-1/2. Once distributions have begun
to a Five Percent Owner under this Section, they must continue to be made even
if the Participant ceases to be a Five Percent Owner.

         (c) Section 411(d)(6) and Transitional Relief for Amended Plans.

                  (i) Any Participant attaining age 70-1/2 in years after 1995
may elect, by April 1 of the calendar year following the year in which the
Participant attained age 70-1/2 (or by December 31, 1997 in the case of a
Participant attaining age 70-1/2 in 1996), to defer distributions until April 1
of the calendar year following the calendar year in which the Participant
retires. The Participant may elect to begin receiving distributions by the April
1 of the calendar year following the year in which the Participant attained age
70-1/2 (or by December 31, 1997 in the case of a Participant attaining age
70-1/2 in 1996).

                  (ii) The pre-retirement age 70-1/2 distribution option shall
be eliminated with respect to benefits of Participants who attain age 70-1/2 in
or after the calendar year that begins after: (1) December 31, 1998, or (2) the
adoption date of this Amendment, whichever is later.

                  (iii) The Plan may not preclude a Participant who retires
after the calendar year in which he attains age 70-1/2 from receiving an
optional form of benefit that would have been available if he had retired in the
calendar year in which he attained age 70-1/2.

                  (iv) If a Participant: (A) is not a five percent owner, (B)
has attained age 70-1/2 before 1997, (C) did not retire from employment, and (D)
is currently receiving distributions as required by Code Section 401(a)(9) prior
to its amendment by the Small Business Job Protection Act of 1996, such
Participant may affirmatively elect to cease distributions at any time until he
retires, subject to the requirements of Code Sections 401(a)(11) and 417, if
applicable, and subject to the terms of any applicable qualified domestic
relations order, within the meaning of Code Section 414(p).

8.13     Statutory Distributions Upon Death.

         (a) If a Participant dies prior to the Payment Starting Date, the
Beneficiary may select an optional form of distribution from Section 8.7, such
distribution to be made in its entirety prior to the December 31 of the calendar
year containing the fifth anniversary of the Participant's death, except to the
extent that an election is made to receive distributions in accordance with (i)
or (ii) below:


                                       30
<PAGE>   31
                  (i) If any portion of the Participant's Vested Accrued Benefit
is payable to (or for the benefit of) a specifically designated Beneficiary,
such portion may be distributed over the life of such Beneficiary (or over a
period not extending beyond the life expectancy of such Beneficiary), commencing
on or before the December 31 immediately following the calendar year in which
the Participant died (or such later date as may be prescribed by regulations);

                  (ii) If the Beneficiary is the Participant's spouse,
distributions must commence on or before the later of (1) the December 31
immediately following the calendar year in which the Participant died and (2)
December 31 of the calendar year in which the deceased Participant would have
attained age seventy and one-half (70-1/2). If the surviving spouse dies before
the distribution begins, then the requirements of this Section shall apply as if
the spouse were the Participant.

         (b) If the Participant has not made an election pursuant to
Subparagraph (a) above by the time of his death, the Participant's designated
beneficiary must elect the method of distribution no later than the earlier of
(1) December 31 of the calendar year in which distributions would be required to
begin under this Section, or (2) December 31 of the calendar year which contains
the fifth anniversary of the date of death of the Participant. If the
Participant has no designated beneficiary, or if the designated beneficiary does
not elect a method of distribution, distribution of the Participant's entire
interest must be completed by December 31 of the calendar year containing the
fifth anniversary of the Participant's death.

         (c) For purposes of this Section, the life expectancy of the
Participant and his spouse (other than in the case of a life annuity) may be
re-determined, but not more frequently than annually. In addition, under
regulations prescribed by the Secretary, for purposes of this Section, any
amount paid to a child of the Participant shall be treated as if it had been
paid to the surviving spouse, if such amount will become payable to the
surviving spouse upon such child reaching majority (or other designated event
permitted under regulations).

         (d) Upon the death of a former Participant who was receiving payments
from the Trustee at the time of his death, payments may continue in accordance
with the option selected, or may be made to the Beneficiary under any other
option which provides for payments which are at least as rapid as under the
method of distribution as of the date of the Participant's death.

8.14     Location of Participants and Beneficiaries.

         (a) It is the duty of Participants who have terminated employment, or
Beneficiaries of Participants, to keep the Administrator informed as to their
correct address. If a Participant or Beneficiary fails to inform the
Administrator in writing of a change of address and if the Administrator is
unable to locate such Participant or Beneficiary by reasonable means, the
Administrator shall notify the Participant or Beneficiary of available benefits
by registered mail at the last address noted on the records of the
Administrator. If the delivery of the notice by registered mail is refused or
returned with address unknown, any benefits due such Participant or Beneficiary
may remain in the Trust Fund and continue to share in investment activity of the
Trust Fund, or the Administrator may distribute such benefits in accordance with
the Lost or Unclaimed Property Laws of the state in which the Plan Sponsor is
domiciled.

         (b) If the Plan has terminated and the Administrator is unable to
locate a Participant or Beneficiary using the means described in (a) above, the
Administrator shall establish a savings account for the benefit of the
Participant or Beneficiary at a federally insured banking institution within the
geographic vicinity in which the Employer is located. Any benefits due such
Participant or Beneficiary shall be deposited in said savings account at the
same time distributions are otherwise allowed under the Plan termination
procedures. Such benefit shall remain in the savings account until distributed
in accordance with the Lost or Unclaimed Property Laws of the state where the
account is maintained.


                                       31
<PAGE>   32
8.15     Payments for the Benefit of Minors or Incompetents. If the
Administrator receives evidence that a Participant or Beneficiary entitled to
receive any payment under the Plan ("Recipient") is a minor or under any legal
disability, including without limitation incompetence or incapacity, and may be
unable to receive such payment, apply the proceeds to his or her best interest,
and give valid release therefor, then the Administrator, in its sole discretion,
is authorized to pay over such sums in any one or more of the following ways:

         (a) to the legal guardian or conservator of the Recipient, or to the
Representative Payee who has been appointed to receive any government benefits
paid on behalf of such Recipient, or to an agent designated under a valid
durable power of attorney for the use and benefit of the Recipient; or

         (b) to any custodial account established for the Recipient prior to the
date of such payment, or if none exists, to a custodian eligible to serve as
such custodian of the Recipient under the Uniform Transfers (or Gifts) to Minors
Act in effect in the state of the Recipient's residence for the use and benefit
of the Recipient; or

         (c) to the trustee of any trust, or share of a trust, established prior
to the date of such payment for the sole benefit of the Recipient, including
without limitation, if appropriate, payment to the trustee of a discretionary,
supplemental special needs trust.

The Administrator, in its discretion, may elect not to use any of (a), (b) or
(c) above and may seek direction from a court of competent jurisdiction.


                                   ARTICLE IX

                                     VESTING

9.1      Requirements.

         (a) A Participant's Accrued Benefit derived from Employer contributions
shall be fully Vested upon the earlier of: (1) attainment of age 65, (2) total
and permanent Disability of the Participant, or (3) death of the Participant.

         (b) In the event the employment of a Participant is terminated, whether
voluntarily or involuntarily, with or without cause on his part, prior to his
Normal Retirement Age, for any reason other than death or permanent and total
disability, a Participant shall have a Vested interest in his Accrued Benefit
derived from Employer Matching Contributions in accordance with the following
schedule:

<TABLE>
<CAPTION>
                    Years of Vesting Service         Vested Percentage
<S>                                                  <C>
                        Less than 5                           0%
                           5                                100%
</TABLE>

         (c) The Accrued Benefit derived from Elective Deferrals and amounts
recorded in the Participant's Withdrawable Account shall be fully Vested at all
times.


                                       32
<PAGE>   33
         (d)      Notwithstanding the provisions of this Section, Employer
Matching Contributions (if accrued) shall be forfeited if the contributions to
which they relate are treated as Excess Deferrals, Excess Contributions or
Excess Aggregate Contributions.

         (e)      A Participant's Vested percentage in his Accrued Benefit,
derived from Employer contributions, as of the later of the adoption date or
Effective Date of this Amendment, shall not be reduced by this or any Amendment
to the Plan.

         (f)      Notwithstanding the provisions of subsection (b) hereinabove,
for any Plan Year in which the Plan is a Top-Heavy Plan, a Participant's Vested
Percentage in his accrued Benefit derived from Employer contributions shall not
be less than the percentage determined in accordance with the following table:

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

         (g)      If a Top-Heavy Plan ceases to be a Top-Heavy Plan, a change in
vesting schedules shall be treated as an amendment to the vesting schedule and
the provisions of Section 16.2 of the Plan shall apply.

9.2      Cash-Out; Buy-Back.

         (a)      If a Participant terminates employment with the Employer and
thereafter is re-employed and again becomes eligible to participate in the Plan,
the following Years of Vesting Service shall be disregarded for purposes of
determining the Accrued Benefit of such Participant; but shall be taken into
account for purposes of such Participant's eligibility and vesting upon
re-employment:

                  (i)      Years of Vesting Service with respect to which he has
received a distribution of the present value of his Vested Accrued Benefit if
such distribution does not exceed $5,000; or

                  (ii)     Years of Vesting Service with respect to which he has
received a distribution of his Vested Accrued Benefit attributable to such Years
of Vesting Service, which he elected to receive.

         (b)      A Participant who has received a distribution of his Vested
Accrued Benefit, as described hereinabove in subparagraph (a) of this Section,
may repay the amount of such distribution to the Trust Fund, provided

                  (i)      such Participant is subsequently re-employed by
Employer; and

                  (ii)     repayment is made before the earlier of 5 years after
the first date on which the Participant is subsequently re-employed, or the
close of the period in which the Employee incurs five (5) consecutive 1-year
Breaks In Service following the date of distribution.

         (c)      Upon such repayment, he shall be credited on the vesting
schedule with all Years of Vesting Service prior to his Break In Service, and
the Employer shall make a contribution to his Employer Contribution Account as
required by Section 6.8. Immediately after such repayment, his Accrued Benefit
shall, in no event, be less than his Accrued Benefit immediately prior to
termination of employment.


                                       33
<PAGE>   34
         (d)      A Participant who has been deemed to receive a zero cash-out
distribution per Section 9.3 below and who is re-employed before incurring five
(5) consecutive 1-year Breaks In Service following the date of distribution is
deemed to have repaid the zero distribution and shall be credited on the vesting
schedule with all Years of Vesting Service prior to his Break In Service, and
the non-vested portion of his Accrued Benefit shall be restored immediately upon
re-employment. Immediately after such deemed repayment, his Accrued Benefit
shall, in no event, be less than his Accrued Benefit immediately prior to
termination of employment.

9.3      Forfeitures. Notwithstanding the provisions of Section 9.2 hereinabove,
upon termination of employment, the portion of a Participant's Accrued Benefit
derived from Employer Contributions which is not Vested shall be forfeited upon
the earlier of a cash-out distribution to the Participant, or the incurrence of
five (5) consecutive Breaks-In-Service. For purposes of this Section, a
Participant who terminates employment with a zero Vested Accrued Benefit shall
be deemed to have received a cash-out distribution as of the date on which he
separates from service. Forfeitures shall be used to reduce the contribution of
the Employer for the Plan Year.

9.4      Computation of Years of Vesting Service. For purposes of computing
Years of Vesting Service under the Plan to determine the Vested percentage under
Section 9.1, all of an Employee's Years of Vesting Service shall be taken into
account, except that the following Years of Vesting Service shall be excluded:

         (a)      In the case of any Participant who has a Break In Service,
Years of Vesting Service before such Break shall not be required to be taken
into account until he has completed one (1) Year of Vesting Service after his
return.

         (b)      In the case of a Participant who has 5 or more consecutive
1-year Breaks In Service, the Participant's pre-break service will count in
vesting of his employer-derived Accrued Benefit only if either:

                  (i)      such Participant has any Vested interest in his or
her employer-derived Accrued Benefit at the time of separation from service; or

                  (ii)     upon returning to service the number of consecutive
1-year Breaks In Service is less than the number of Years of Vesting Service.

         (c)      In the case of a Participant who has 5 consecutive 1-year
Breaks In Service, all Years of Vesting Service after such Breaks In Service
will be disregarded for the purpose of vesting the employer-derived Accrued
Benefit that accrued before such Breaks, but both pre-break and post-break
service will count for the purposes of vesting the employer-derived Accrued
Benefit that accrues after such Breaks. Separate accounts will be maintained for
the Participant's pre-break and post-break employer-derived Accrued Benefit
pursuant to Section 7.3 hereof. Both accounts will share in the earnings and
losses of the Trust Fund.

         (d)      In the case of a Participant who does not have 5 consecutive
1-year Breaks In Service, both the pre-break and post-break service will count
in vesting both the pre-break and post-break employer-derived Accrued Benefit.

9.5      Hours of Service Requirement. A Participant who has more than five
hundred (500) Hours of Service but less than one thousand (1,000) Hours of
Service in any Plan Year and who has not separated from the service of Employer
shall not advance on the vesting schedule.



                                       34
<PAGE>   35
                                    ARTICLE X

                                 TOP-HEAVY PLAN

10.1     Top-Heavy Requirements. For any Plan Year in which the Plan is
determined to be a Top-Heavy Plan as determined in accordance with Section 10.2
hereof:

         (a)      Special vesting requirements of Section 416(b) of the Code as
set forth in Section 9.1(f) of the Plan shall apply.

         (b)      The allocable share of the Employer contribution for each
Participant who is a non-key employee shall not be less than the lesser of: (i)
three percent (3%) of such Participant's Compensation, or (ii) the largest
percentage of the Employer contribution made (or required to be made), including
salary deferrals, for any Key Employee for such Plan Year. For purposes of this
subparagraph, Compensation shall mean a Participant's 415(c)(3) compensation for
the Plan Year for which the contribution is made.

         (c)      In lieu of the minimum contribution provided for in
subparagraph (b) hereinabove, for any Plan Year in which the Plan is determined
to be Top-Heavy under this Article, for each non-key employee who is a
Participant in this Plan and the Employer's top-heavy Employee Stock Ownership
Plan, the Employer shall contribute the minimum contribution to this Plan.

         (d)      It is intended that, in the event the Plan is a Top Heavy Plan
for any Plan Year, the Employer will meet the minimum benefit and contribution
requirements of Section 416(c) of the Code for such Plan Year by providing a
minimum benefit for each Participant who is a Non-Key Employee which complies
with Section 416(c)(1) of the Code under the SouthTrust Corporation Revised
Retirement Income Plan. However, in the event the Plan is a Top Heavy Plan for
any Plan Year and such minimum benefit is not so provided under the SouthTrust
Corporation Revised Retirement Income Plan (or any other plan to which a
Participating Employer is a party) for any such Participant, then a minimum
contribution (which shall include any forfeitures otherwise allocable) for such
Plan Year shall be made for each such Participant for whom no such minimum
benefit is provided. The amount of such minimum contribution allocation shall be
five percent (5%) of such Participant's Compensation for such Plan Year.

10.2     Top-Heavy Determination.

         (a)      The Plan shall be considered a Top-Heavy Plan and shall be
subject to the additional requirements of Section 10.1 hereinabove, with respect
to any Plan Year, if, as of the Anniversary Date of the preceding Plan Year or
in the case of the first Plan Year, the Anniversary Date of such Plan Year
(hereinafter referred to as the "Determination Date") either:

                  (i)      the Sum of the Value of the Aggregate Accounts of
Key-Employees exceeds sixty percent (60%) of a similar sum determined for all
Employees, excluding former Key-Employees, (the "60% Test"); or

                  (ii)     the Plan is part of a Required Aggregation Group, and
the sum of the Present Value of Accrued Benefits and the Value of the Aggregate
Accounts of Key-Employees in all Plans in such Group exceeds sixty percent (60%)
of a similar sum determined for all Employees, excluding former Key-Employees.

         (b)      For purposes of this Section 10.2, the Aggregate Account of an
Employee as of the Determination Date is the sum of:



                                       35
<PAGE>   36
                  (i)      a Participant's Accounts holding contributions made
by the Employer pursuant to Section 6.1 hereinabove as of the Determination Date
adjusted for any contributions due as of the Determination Date, and further
adjusted by including any Plan distributions made within the Plan Year that
includes the Determination Date or within the preceding four (4) Plan Years; and

                  (ii)     a Participant's non-deductible Employee Contribution
Account, if any;

                  (iii)    a Participant's Unrelated Pre-1984 Rollover Account,
which shall be the account maintained to record a transfer to the Trust Fund
which was accepted before January 1, 1984, and which was both initiated by the
Employee and made to this Plan from a plan which was not maintained by the
Employer or any member of the Controlled Group or the Affiliated Service Group;
and

                  (iv)     a Participant's Related Rollover Account, which shall
be the account maintained to record a transfer to the Trust Fund which is
either: (1) not initiated by the Employee; or (2) made to this Plan from a plan
which is maintained by either the Employer or any member of the Controlled Group
or the Affiliated Service Group; and

                  (v)      The aggregate of any Plan distributions made within
the Plan Year that includes the Determination Date or within the preceding four
(4) Plan Years from a Qualified Plan of the Employer which has been terminated,
which, if it had not been terminated, would have been required to be included in
a Required Aggregation Group.

         (c)      For purposes of this Section, Present Value of Accrued
Benefits shall be determined, in the case of a defined benefit pension plan,
under the provisions of such a plan or plans.

         (d)      Notwithstanding the provisions of subsection (a) hereinabove,
the Plan shall not be a Top-Heavy Plan, if the Administrator elects to treat
the Plan as part of a Permissive Aggregation Group, and the Permissive
Aggregation Group is not determined to be Top-Heavy using the criteria of the
"60% Test" hereinabove.

         (e)      Only those plans in which the Determination Dates fall within
the same calendar year shall be included in a Required or a Permissive
Aggregation Group in order to determine whether the Plan is a Top-Heavy Plan.

         (f)      For Plan Years beginning after December 31, 1984, if a
Participant or former Participant (a Participant who no longer shares in
contributions or forfeitures and/or no longer accrues a benefit for a Plan Year)
has not performed any services for the Employer maintaining the Plan at any time
during the five year period ending on the Determination Date, the Aggregate
Account and/or Present Value of Accrued Benefit for such Participant shall not
be taken into account for purposes of subsection (a) hereinabove.

         (g)      For Plan Years beginning after December 31, 1986, solely for
the purpose of determining if the Plan, or any other plan included in a required
or permissive aggregation group of which this Plan is a Part, is top-heavy
(within the meaning of Section 416(g) of the Code) the Accrued Benefit of an
Employee other than a key employee (within the meaning of Section 416(i)(1) of
the Code) shall be determined under (a) the method, if any, that uniformly
applies for accrual purposes under all plans maintained by the Affiliated
Employers, or (b) if there is no such method, as if such benefit accrued not
more rapidly than the slowest accrual rate permitted under the fractional
accrual rate of Section 411(b)(1)(C) of the Code.



                                       36
<PAGE>   37
                                   ARTICLE XI

                             ROLLOVERS AND TRANSFERS

11.1     Direct Rollovers by Employees. Notwithstanding any provisions 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 Plan Administrator, to have any portion of an Eligible Rollover
Distribution paid directly to an Eligible Retirement Plan specified by the
Distributee in a direct rollover.

11.2     Definitions. For purposes of this ARTICLE XI, the following definitions
shall apply:

         (a)      "Eligible Rollover Distribution" shall mean 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: (1) 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; (2) any distribution to the extent such distribution is required
under Section 401(a)(9) of the Code; (3) the portion of any distribution that is
not includable in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to Employer securities); and (4)
effective for distributions from cash or deferred arrangements after December
31, 1998, any hardship distribution from the Participant's Elective Deferral
Account (excluding earnings as of December 31, 1988).

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

         (c)      "Distributee" shall mean an Employee or former Employee. In
addition, the Employee's or former Employee's spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as defined in
Section 414(p) of the Code, are Distributees with regard to the interest of the
spouse or former spouse.

         (d)      "Direct Rollover" shall mean a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.

11.3     Rollover Other Than Direct Rollover. An Employee may transfer to the
Plan all or any portion of the cash proceeds received from another Qualified
Plan (the "Other Plan") in accordance with procedures established by the
Administrator, provided the transfer occurs on or before the sixtieth (60th) day
following receipt of the distribution by the Employee from the Other Plan, and,
if the proceeds received from the Other Plan were received by the Employee as a
partial distribution, such distribution must qualify under Section 402(a)(5)(D)
of the Code, or, provided the transfer is directly made from an Individual
Retirement Account (as defined in Section 408(a) of the Code) which held only
the proceeds from such Other Plan and which were transferred to the Individual
Retirement Account on or before the 60th day following receipt of the
distribution by the Employee from the Other Plan.

11.4     Direct Rollovers From Other Plan. If an Employee is entitled to an
Eligible Rollover Distribution of his accrued benefit in another Qualified Plan
(the "Other Plan") maintained by the Employer or by the Employee's former
employer, the Employee may effect a Direct Rollover, in cash, of such accrued
benefit (or any portion thereof) to the Plan.



                                       37
<PAGE>   38
11.5     Minimum Amount, Procedures and Information.

         (a)      Minimum Amount From Other Plan. The Plan will not accept
rollovers under Sections 11.3 and 11.4 in amounts less than $500.

         (b)      Minimum Amount To Other Plan. The Distributee may elect to
have a portion of an Eligible Rollover Distribution paid to an Eligible
Retirement Plan in a Direct Rollover and have the remainder paid to him,
provided the portion to be rolled to the Eligible Retirement Plan is at least
$500. Further, if the entire amount of the Eligible Rollover Distribution is
less than $500, the Distributee may not divide the distribution.

         (c)      Procedures and Information. The Administrator shall develop
such procedures and may require such other information from an Employee desiring
to make (or to have made) such rollover or transfer as described in this Article
as it deems necessary or desirable to determine that the proposed transfer will
meet the requirements of this Article and of the Code.

11.6     Allocations to Rollover Account. Upon approval by the Administrator,
the amount transferred shall be deposited in the Trust Fund and shall be
allocated to the Employee's Rollover Account as provided.

11.7     Vesting of Rollover Account. An Employee's Rollover Account shall be
fully Vested at all times.

11.8     Distributions of Rollover Account. When a Participant terminates his
employment with the Employer upon retirement, death or disability, or when the
Plan is terminated, the total amount in his Rollover Account shall be
distributed to him in accordance with ARTICLE VIII.

11.9     Eligible Employees. An Employee shall not be eligible to make or direct
the transfers permitted in this ARTICLE unless he is eligible to participate in
the Plan as required by ARTICLE V.

11.10    Transfers from Other Plans. With the approval of the Administrator,
funds may be transferred from a Qualified Plan ("Transferor Plan") in a
trust-to-trust transfer pursuant to a plan merger or consolidation or other
transaction which would not permit a distribution as an Eligible Rollover
Distribution. A Transfer Account shall be maintained for the affected
individuals to record such amounts (and adjustments thereto).


                                   ARTICLE XII

                              LOANS TO PARTICIPANTS

12.1     Requirements. The Plan Administrator is authorized to establish and
administer the loan program set forth in this Article and to direct the Trustee
to make loans to Participants, provided the loan or loans are made according to
a uniform and non-discriminatory policy adopted by the Administrator and in
accordance with all of the following requirements:

         (a)      Loans are available to all Participants on a reasonably
equivalent basis, provided that loans shall not be made available to highly
compensated employees (as defined in Section 414(q) of the Code) in an amount
greater than the amount made available to other Employees, and further provided
that no loans shall be made to any owner-employee (as defined in Section 4975(d)
of the Code).

         (b)      Funds invested in Employer Stock shall only be available for
loans if the Participant liquidates the shares necessary to effect the loan. It
shall not be a function of the Plan Administrator or Trustee to liquidate such
shares on behalf of the Participant.



                                       38
<PAGE>   39
         (c)      The Participant shall request from the Administrator a loan
application form, such form to be completed by the Participant and returned to
the Administrator.

         (d)      The total amount of the loan (when added to the outstanding
balance of all other loans to the Participant from such Plan) may not exceed the
lesser of:

                  (i)      $50,000, reduced by the excess of -- (I) the
Participant's highest loan(s) balance during the 12-month period ending on the
day before the new loan is made, OVER (II) such Participant's outstanding
balance of loans on the date the new loan is made.

                                       OR

                  (ii)     one-half (1/2) of the present value of the
Participant's non-forfeitable accrued benefits in the Plan.

         (e)      The loan shall be evidenced by a promissory note which
provides for a reasonable rate of interest. The rate of interest shall be that
charged under similar facts and circumstances by a local major lending
institution, such institution to be selected by the Administrator and utilized
consistently for purposes of determining Participant loan interest rates.

         (f)      All loans shall be secured by collateral which, in the sole
judgment of the Trustee, is satisfactory. Up to fifty percent (50%) of a
Participant's Vested Accrued Benefit, on the date of the loan, may serve as
adequate security for a loan or loans.

         (g)      The period of repayment shall be determined by the mutual
agreement of the Trustee and Participant, but in no event shall the total period
of repayment exceed five (5) years.

         (h)      Substantially level payments (not less frequently than
quarterly) are required over the term of the loan.

         (i)      If any Participant desires to prepay any payments of the
principal, such prepayments shall be applied either to eliminate the next
maturing payments under the Note or such prepayments shall be applied on the
Note in the inverse order of maturity, as the Trustee shall determine, on a
non-discriminatory basis. Interest shall be adjusted at the time the note is
fully paid.

         (j)      The Administrator may, through a uniform and
non-discriminatory loan policy, establish additional requirements, including,
but not limited to, a minimum loan amount (not to exceed $1,000), a processing
fee charged to Participants, and the number of loans that may be outstanding at
one time.

12.2     Default. In the event a Participant should default in the repayment of
any part of the interest or principal which may be due thereon, the
Administrator may deduct the amount due and payable from his Accrued Benefit at
such time as the Participant may become entitled to the Accrued Benefit, and any
other security which is pledged shall be sold as soon as practical after default
by the Trustee at private or public sale. The proceeds of such sale shall be
applied first to pay the expenses of conducting the sale, including reasonable
attorney's fees, and then to pay such sums due from the Participant to the Trust
Fund under the loan arrangement, which such payment to apply first to accrued
interest and then to principal. The Participant shall remain liable for any
deficiency and any surplus remaining shall be paid to the Participant.

12.3     Military Absence. Loan payments will be suspended under this Plan as
permitted under Section 414(u) of the Code.


                                       39
<PAGE>   40
12.4     Loans as Directed Investments. All loans shall be considered directed
investments of a Participant's Accrued Benefit and any interest earned thereon
shall be considered interest earned by the Directed Investment Account.

12.5     Incurred Expenses. Any additional Trustee's fees and expenses incurred
as a result of the exercise of any direction by a Participant shall be charged
against the Directed Investment Account of such Participant. The Administrator
shall provide periodic written reports to the Participant which reflects
investment expenses charged to such Participant.

12.6     Treatment of Loans upon Termination of Employment. If a Participant
with an outstanding loan terminates employment for any reason, the
Administrator, at such time as the Participant is entitled to a distribution of
his Vested Account Balance, shall direct payment to the Trust from the vested
portion of his Account Balance, and, if necessary, the Administrator may direct
payment from other collateral on any amount so owing.


                                  ARTICLE XIII

                              DIRECTED INVESTMENTS

13.1     Participant Direction.

         (a)      INVESTMENT MENU: The Trustee shall establish one or more
Investment Funds within the Trust Fund to be offered to Participants for
investment of their accounts. The Trustee may, from time to time, create
additional Investment Funds or eliminate existing Investment Funds. Subject to
the limitations of this Section, each Participant must direct the Trustee to
invest his Accrued Benefit into one or more funds. A Participant may apply his
directions prospectively to contributions made on his behalf, to any or all of
his Accrued Benefit as of the date of his direction, or to a combination
thereof. The Administrator shall establish procedures and provide forms and
information as may be necessary to implement the provisions of this ARTICLE.

         (b)      EMPLOYER STOCK: One of the Investment Funds shall be an
Employer Stock Account. A Participant may direct the Trustee to invest all or a
portion of his Accrued Benefit in shares of common capital stock of the
Employer. An Employer Stock Account shall be established for a Participant to
record his share of Employer stock purchased under this ARTICLE. The following
additional provisions shall apply to any investment in Employer Stock:

                  (i)      Voting. All shares of Employer Stock held in the
Trust shall be voted by the Trustee in accordance with instructions from the
Administrator. If the Administrator shall fail or refuse to give the Trustee
timely instructions, the Trustee shall not exercise its power to vote such
shares.

                  (ii)     Cash Dividends. At the discretion of the
Administrative Committee, any cash dividends received by the Trust on shares
allocated to Participants' Employer Stock Accounts may be paid currently (or
within the two-year period after received by the Trustee) in cash to such
Participants (who are still Employees) on a nondiscriminatory basis, as
determined by the Administrator. Such distribution of cash dividends to
Participants may be limited to shares of Employer Stock which are then vested or
may be applicable to all shares allocated to their respective Employer Stock
Accounts, as determined by the Administrator. Alternatively, the Administrative
Committee may reinvest cash dividends in the purchase of additional shares of
Employer Stock.



                                       40
<PAGE>   41
13.2     Time for Direction.

         (a)      Prior to October 1, 2000, a Participant may direct the
investment of his Accrued Benefit on a quarterly basis.

         (b)      Effective October 1, 2000, a Participant may direct the
investment of his Accrued Benefit on a daily basis. Upon receiving such
direction, the Trustee shall proceed to act thereon as promptly as possible.

13.3     Information Provided to Participants. The Administrator shall establish
procedures to provide periodic information, not less frequently than annually,
to a Participant which reflects the portion of his Accrued Benefit invested in
each fund or option according to the Participant's direction.

13.4     Default Option. Any part of a Participant's Accrued Benefit not
initially directed into one of the options above shall be invested by the
Trustee in the SouthTrust U.S. Treasury Money Market Fund.


                                   ARTICLE XIV

                   ADOPTION OF PLAN BY PARTICIPATING EMPLOYERS

14.1     Right of Participating Employers to Participate.

         (a)      A corporation, limited liability company, partnership or
proprietorship (hereinafter referred to as a "Participating Employer"), may
adopt and participate in the Plan if such corporation, limited liability
company, partnership or proprietorship is a member of the Controlled Group or
Affiliated Service Group, and the Plan Administrator approves such adoption and
participation. Control shall be determined under the provisions of Section
1563(a) of the Code, except as limited by Section 415(h), and Affiliated Service
Group shall be determined under the provisions of Section 414(m).

         (b)      If approved by the Plan Sponsor in writing, an employer may
adopt the Plan even though such employer is not a member of the controlled
group. In such event, the Plan shall be a multiple employer plan.

         (c)      Adoption of the Plan by a Participating Employer shall be
evidenced by written action of the Participating Employer either in the form of
a written resolution of such Board or a separate agreement executed by a duly
authorized officer of such Participating Employer (or in the case of a
partnership or proprietorship written authorization of a general partner or the
proprietor) wherein it is agreed that the Participating Employer adopts the Plan
and agrees to be bound by all the terms and provisions of the Plan. In addition,
such Participating Employer shall give written notice of such adoption to the
Administrator of the Plan.

         (d)      Approval of the adoption of the Plan by a Participating
Employer shall be evidenced by written action of the Administrator and Named
Fiduciary wherein they approve adoption of the Plan by the Participating
Employer.

14.2     Participant Accounts. A Participant who is employed or has been
employed by Employer and/or Participating Employer shall have a separate
Employer Contribution Account for Employer and each


                                       41
<PAGE>   42
Participating Employer to which shall be allocated contributions and forfeitures
from Employer and each Participating Employer together with earnings and losses
thereon.

14.3     Administrative Powers of Plan Administrator. The administrative powers
and control of the Administrator shall not be diminished under the Plan by
reason of the participation of any Participating Employer in the Plan and such
administrative powers and controls specifically granted herein to the
Administrator shall apply only to the Administrator. The right to amend the Plan
shall apply only to the Employer.

14.4     Creation of Trust. A Participating Employer shall be required to
appoint the Trustee which has been appointed by the Named Fiduciary to serve as
Trustee of any funds contributed for its Employees and shall authorize the Named
Fiduciary to appoint such successor or co-Trustees as it deems necessary and
advisable. A Participating Employer shall also be required to make contributions
on behalf of its Employees to such Trustee to hold, invest and maintain pursuant
to the terms and provisions of the Trust Agreement entered into between the
Trustee and Employer.

14.5     Transfer of Employment.

         (a)      For purposes of determining a Year of Vesting Service, a Break
in Service and an Hour of Service, the transfer of a Participant between
Employer and any Participating Employer shall not be deemed a termination of
employment.

         (b)      For purposes of determining participation in the Plan, all
service with Employer and with each Participating Employer shall be taken into
account.

         (c)      For purposes of determining an Employee's Years of Vesting
Service under the Plan, all Years of Vesting Service with Employer and each
Participating Employer shall be taken into account.

14.6     Withdrawal of Participating Employers.

         (a)      A Participating Employer may withdraw from the Plan by giving
written notice of such withdrawal to the Administrator. Such notice shall
contain: (1) the effective date of withdrawal; (2) a statement whether the
withdrawal constitutes a termination of the Plan as to its Employees; and (3)
the disposition to be made of assets held by the Trustee for the Employees of
such Participating Employer.

         (b)      Employer may require a Participating Employer to withdraw from
the Plan by giving sixty (60) days written notice thereof to the Administrator
and to the President of such Participating Employer (or in the case of a
partnership or proprietorship to a general partner or the proprietor). Such
notice shall contain: (1) the effective date of withdrawal, and (2) the date the
Trustee will release assets held by it for the Employees of such Participating
Employer. Upon receipt of such notice, the Participating Employer shall, within
thirty (30) days thereafter, notify the Administrator, in writing, (1) whether
it intends to create its own plan, intends to terminate the Plan for its
Employees, or intends to adopt the plan of another company; and (2) the name and
address of the trustee or other party who is to receive the assets held by the
Trustee for the Employees of the Participating Employer.

         (c)      Upon withdrawal of a Participating Employer from the Plan,
either under subsection (a) or (b) hereinabove, the Administrator shall give
written notification to the Trustee of such withdrawal and shall direct the
Trustee to transfer and pay over the assets held by the Trustee for the
Employees of the Participating Employer to a successor Trustee or another party
or to the Employees. For purposes of this Section, if the Employees of the
withdrawing Participating Employer cease participation in the Plan as a result
of the withdrawal, the employment of such Employees shall be considered
terminated. Except as may be restricted


                                       42
<PAGE>   43
by Section 8.1 (applicable to cash or deferred arrangements), distribution of
the vested account balance of each such Employee shall be made in the same
manner and at the same time as provided in Section 8.6. The non-vested account
balance of each such Employee shall be treated as a forfeiture in accordance
with the provisions of Section 9.3.

         (d)      If the Participating Employer, which is required to withdraw
under subsection (b) hereinabove, does not cooperate or fully comply with the
terms of subsection (b), then the Administrator may direct the Trustee to
distribute to each Employee of the Participating Employer his Accrued Benefit in
the same manner and at the same time as provided in Section 8.6, subject to any
restrictions under Section 8.1 (applicable to cash or deferred arrangements).
Upon such distribution, the duties, obligations and responsibilities of the
Administrator and Trustee to the Employees of the Participating Employer shall
terminate.

         (e)      Upon withdrawal by such Participating Employer, all
administration and control which the Employer and the Administrator had
heretofore exercised with respect to such Participating Employer shall cease and
all administration and controls shall be the responsibility of such withdrawing
Participating Employer or the Administrator appointed by it. The Named Fiduciary
and the Administrator shall be relieved of any further liability therefor.

14.7     Internal Revenue Service Approval of Plan for a Participating Employer.
Promptly upon becoming a Participating Employer, such Participating Employer may
make initial application to the Internal Revenue Service for approval of the
Plan as it pertains to such Participating Employer. In the event the Internal
Revenue Service issues an adverse letter with respect to such application and
determines that the Plan as it pertains to such Participating Employer fails to
qualify under Section 401 of the Code, then the adoption of the Plan by the
Participating Employer shall become null and void, ab initio. Upon a failure to
obtain initial qualification of the Plan, any contributions made by the
Participating Employer to the Trustee shall be returned to the Participating
Employer to the extent allowed under Section 18.6 hereunder. If application is
not made to the Internal Revenue Service, then, at a minimum the Participating
Employer shall notify the Internal Revenue Service that its Employees are
participating in the Plan.

14.8     Joint Venture Restriction. Neither the adoption of this Plan by a
Participating Employer nor the act performed by it in relation to this Plan
shall ever create a joint venture or partnership between Employer and any
Participating Employer.

14.9     Commingled Assets. Notwithstanding anything to the contrary, it is the
intention of the Employer and the Participating Employer that the Trust Fund
shall be available to pay benefits to all of the employees who are participating
in the Plan and their beneficiaries.



                                       43
<PAGE>   44
                                   ARTICLE XV

                           FIDUCIARY RESPONSIBILITIES

15.1     Allocation of Responsibilities Among Fiduciaries.

         (a)      Trustee: The Trustee shall have exclusive responsibility for
the control and management of the Trust Fund as provided in the Trust Agreement
and specifically, but not in limitation of its general authority, investment and
reinvestment of the Trust Fund.

         (b)      Administrator: The Administrator shall have responsibility and
authority to control the operation and administration of the Plan as
specifically set forth in ARTICLE IV of the Plan.

         (c)      The Employer:

                  (i)      The Employer shall have the authority and
responsibility for (i) the design of the Plan, including the right to amend the
Plan; (ii) the qualification under applicable law of the Plan, any amendments to
the Plan, and any document relating to the Plan; (iii) the funding of the Plan;
(iv) the designation of the Named Fiduciary; (v) review of disallowed claims of
Participants; (vi) appointment of an Investment Manager; and (vii) the exercise
of all fiduciary functions provided in the Plan or in the Trust Agreement or
necessary to the operation of the Plan except such functions as are assigned to
other fiduciaries pursuant to the Plan or Trust Agreement, including the
authority to allocate or delegate fiduciary responsibilities which do not
involve the management and control of the Trust Fund.

                  (ii)     Any authority assigned or reserved to the Employer
under the Plan and Trust Agreement shall be exercised by resolution of the
Employer's Board and shall become effective, with respect to the Trustee, upon
written notice to the Trustee signed by the President, Treasurer or Secretary of
the Employer advising the Trustee of such exercise.

                  (iii)    The Employer reserves the right to allocate and
delegate fiduciary responsibilities by giving written notice thereof to the Plan
Administrator and the Trustee of the responsibilities to be allocated and the
person or persons to whom the responsibilities are to be allocated. In
implementing the procedure for the allocation and delegation of fiduciary
responsibilities, the Employer shall discharge its duties with respect to such
allocation and delegation with the care, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of like
character with like aims; and it shall discharge its duties solely in the
interest of the Participants and their Beneficiaries. The Employer shall make a
formal periodic review of the performance of any fiduciary to whom it allocates
or delegates fiduciary responsibilities and of any person which it employs to
render advice in regard to any fiduciary responsibility which it has under the
Plan and Trust Agreement.

15.2     No Joint Fiduciary Responsibilities.

         (a)      It is intended under the Plan and Trust Agreement, that the
Plan Administrator, Named Fiduciary, Employer and Trustee, shall be responsible
for the proper exercise of their respective powers, duties, responsibilities and
obligations and they shall not be responsible for any act or failure to act of
each other.

         (b)      This ARTICLE is intended to allocate to each fiduciary
individual responsibility for the prudent execution of the functions assigned to
him, and none of such responsibilities or any other responsibility shall be
shared by two or more of such fiduciaries unless such sharing shall be provided
by a specific provision of the Plan or Trust Agreement. Whenever one fiduciary
is required by the Plan or Trust Agreement to follow


                                       44
<PAGE>   45
the directions of another fiduciary, the two fiduciaries shall not be deemed to
have been assigned a shared responsibility, but the responsibility of the
fiduciary giving the directions shall be deemed his sole responsibility, and the
responsibility of the fiduciary receiving those directions shall be to follow
them insofar as such instructions are on their face proper under applicable law.
Each fiduciary, other than the Trustee, may rely upon any direction, information
or action with respect to the investment and reinvestment of the Trust Fund as
being proper under the Plan and Trust Agreement and they are not required by the
terms of the Plan and Trust Agreement to inquire into the propriety of any
investment or reinvestment of the Trust Fund. Nothing in the Plan or Trust
Agreement shall be deemed to enlarge the responsibilities or liabilities of any
fiduciary with respect to the Plan and Trust Agreement beyond those imposed by
ERISA.

15.3     Advisor to Named Fiduciary. The Named Fiduciary may employ one or more
persons to render advice concerning any responsibility of the Named Fiduciary
under the Plan or Trust Agreement, and all other fiduciaries may rely on such
advice, any written opinions or certificates without further investigation.


                                   ARTICLE XVI

                            AMENDMENT AND TERMINATION

16.1     Amendments. The Employer shall have the right at any time and from time
to time, to amend, in whole or in part, any or all of the provisions of this
Plan, so long as such amendment or amendments in no way reduce the value of a
Participant's Accrued Benefit, eliminate an optional form of distribution, or
authorize or permit any part of the Trust Fund to be used for or diverted to
purposes other than for the exclusive benefit of the Participants or their
Beneficiaries. An amendment shall be effected by written instrument executed by
an officer of the Employer thereunto duly authorized by resolution of the Board;
provided, that the Chairman of the Board or the Chief Executive Officer of the
Employer may amend the Plan by executing a written instrument providing for such
amendment; and provided further that any such amendment adopted by the Chief
Executive Officer or Chairman of the Board of the Employer without prior
authorization by the Board must have no substantial economic effect upon the
Employer, the Plan, the Participants in the aggregate or benefits payable. Any
amendment to the Plan so effected shall, without further action by the Employer,
be binding upon the Employer. In the event an amendment has a substantial
economic effect upon the Employer, the Plan, the Participants in the aggregate
or benefits payable, such amendment shall become effective upon delivery of a
written instrument executed by order of the Board to the Plan Administrator and
Trustee. The provisions of this Section shall be deemed a procedure for amending
the Plan and for identifying the persons who have authority to amend the Plan
and is intended to satisfy the requirements of Section 402(b)(3) of ERISA.

16.2     Election of Pre-Amendment Vesting Schedule. In the event the Plan is
amended to change or modify Section 9.l, or in the event the vesting schedule
changes pursuant to Section 9.1(f) hereof, a Participant with at least three (3)
Years of Vesting Service, as defined for purposes of ARTICLE IX, as of the
expiration of the election period described below, may elect to be subject to
the pre-amendment vesting schedule. If a Participant fails to make such an
election, then such Participant shall be subject to the new vesting schedule.
The election of the pre-amendment vesting schedule shall be made by giving
written notice to the Plan Administrator during the election period. The
election period shall begin on the date such amendment is adopted and shall end
no earlier than the latest of the following dates:

         (a)      The date which is sixty (60) days after the date the amendment
is adopted;

         (b)      The date which is sixty (60) days after the date the Plan
amendment becomes effective; or



                                       45
<PAGE>   46
         (c)      The date which is sixty (60) days after the date the
Participant is issued written notice of the amendment by the Employer or
Administrator.

Such election shall be made only by an individual who is a Participant at the
time such election is made and such election shall be irrevocable. Such
amendment shall not reduce the Vested percentage of a Participant's Accrued
Benefit as of the later of the date on which such amendment is adopted or the
effective date of such amendment.

16.3     Termination.

         (a)      General. The Employer, by and through its Board, shall have
the right at any time to terminate this Plan, by delivering to the Trustee
written notice of such termination. This Plan shall also terminate in the event
the Employer is legally adjudicated as bankrupt, or makes a general assignment
for the benefit of creditors, or is dissolved, except a dissolution in
connection with the reorganization of the Employer. Upon any such termination or
upon a partial termination, or upon a complete discontinuance of contributions
to the Trust Fund, the rights of all affected Participants or their
Beneficiaries to benefits accrued to the date of such termination, partial
termination or discontinuance, shall be fully Vested in accordance with the
terms and provisions of the Plan. At such time that the Trust is liquidated and
distributions are to be made, the Trustee may distribute a Participant's accrued
benefit without the Participant's consent, provided: (1) the Plan does not offer
an annuity option, purchased from a commercial provider, and (2) the Employer or
any entity within the same Controlled Group as the Employer does not maintain
another defined contribution plan, other than an employee stock ownership plan
defined in Code Section 4975(e)(7). If another such plan is maintained, the
Participant's accrued benefit may be transferred without consent to the other
plan if the Participant does not consent to an immediate distribution from the
terminating plan.

         (b)      Distribution Limitation for Elective Deferrals. A distribution
of a Participant's Elective Deferrals may not be made under subparagraph (a)
above if the Employer establishes or maintains a "successor plan." For purposes
of this rule, a successor plan is any other defined contribution plan maintained
by the Employer. However, if fewer than two percent of the Employees who are
eligible under the Plan at the time of its termination are or were eligible
under another defined contribution plan at any time during the 24-month period
beginning 12 months before the time of the termination, the other plan is not a
successor plan. The term "defined contribution plan" means a plan that is a
defined contribution plan as defined in Code Section 414(i), but does not
include an employee stock ownership plan as defined in section 4975(e) or 409 or
a simplified employee pension as defined in Section 408(k) of the Code. A plan
is a successor plan only if it exists at the time the Plan is terminated or
within the period ending 12 months after distribution of all assets from the
Plan.


                                  ARTICLE XVII

                                CLAIMS PROCEDURE

17.1     Claims for Benefits. It shall not be necessary for a Participant or
Beneficiary who has become entitled to receive a benefit hereunder to file a
claim for such benefit with any person as a condition precedent to receiving a
distribution of such benefit. However, any Participant or Beneficiary who
believes that he has become entitled to a benefit hereunder and who has not
received, or commenced receiving, a distribution of such benefit, or who
believes that he is entitled to a benefit hereunder in excess of the benefit
which he has received, or commenced receiving, may file a written claim for such
benefit with the Administrative Committee at any time on or prior to the Year
End of the Plan Year next following the Plan Year in which he allegedly


                                       46
<PAGE>   47
became entitled to receive a distribution of such benefit. Such written claim
shall set forth the Participant's or Beneficiary's name and address and a
statement of the facts and a reference to the pertinent provisions of the Plan
upon which such claim is based. The Administrative Committee shall, within
ninety (90) days after such written claim is filed, provide the claimant with
written notice of its decision with respect to such claim. If such claim is
denied in whole or in part, the Administrative Committee shall, in such written
notice to the claimant, set forth in a manner calculated to be understood by the
claimant the specific reason or reasons for denial; specific references to
pertinent provisions of the Plan upon which the denial is based; a description
of any additional material or information necessary for the claimant to perfect
his claim and an explanation of why such material or information is necessary;
and an explanation of the provisions for review of claims set forth in Section
17.2 hereof.

17.2     Review of Claims. A Participant or Beneficiary who has filed a written
claim for benefits with the Administrative Committee which has been denied may
appeal such denial to the Administrative Committee and receive a full and fair
review of his claim by filing with the Administrative Committee a written
application for review at any time within sixty (60) days after receipt from the
Administrative Committee of the written notice of denial of his claim provided
for in Section 17.1 above. A Participant or Beneficiary who submits a timely
written application for review, shall be entitled to review any and all
documents pertinent to his claim and may submit issues and comments to the
Administrative Committee in writing. Not later than sixty (60) days after
receipt of a written application for review, the Administrative Committee shall
give the claimant written notice of its decision on review, which written notice
shall set forth in a manner calculated to be understood by the claimant specific
reasons for its decision and specific references to the pertinent provisions of
the Plan upon which the decision is based.

17.3     Miscellaneous Claims Provisions.

         (a)      Any act permitted or required to be taken by a Participant or
Beneficiary by this ARTICLE XVII may be taken for and on behalf of such
Participant or Beneficiary by such Participant's or Beneficiary's duly
authorized representative.

         (b)      Any claim, notice, application or other writing permitted or
required to be filed with or given to a party by this ARTICLE XVII shall be
deemed to have been filed or given when deposited in the U.S. mail, postage
prepaid, and properly addressed to the party to whom it is to be given or with
whom it is to be filed. Any such claim, notice, application, or other writing
deemed filed or given pursuant to the next foregoing sentence shall, in the
absence of clear and convincing evidence to the contrary, be deemed to have been
received on the fifth business day following the date upon which it was filed or
given. Any such claim, notice, application or other writing directed to the
Administrative Committee shall be deemed properly addressed if addressed as
follows:

Administrative Committee
SouthTrust 401(k) Plan
420 North 20th Street
Birmingham, Alabama 35203

Any such notice, application, or other writing directed to a Participant or
Beneficiary shall be deemed properly addressed if directed to the address set
forth in the written claim filed by such Participant or Beneficiary.






                                       47
<PAGE>   48
                                  ARTICLE XVIII

                                  MISCELLANEOUS

18.1     Participant's Rights; Acquittance. Neither the establishment of the
Plan hereby created, nor any modification thereof, nor the creation of any fund
or account, nor the issuance of any Contract, nor the payment of any benefits,
shall be construed as giving to any Participant or other person any legal or
equitable right against the Employer, or any officer or employee thereof, or the
Trustee, or any insurance company, except as provided herein or in the terms of
any such Contract. Under no circumstances shall the terms of employment of any
Participant be modified or in any way affected hereby.

         Nothing contained in this Plan shall be construed to add directly or
indirectly to the rights of the Employees against the Employer. The action of
the Employer in creating this Plan or any other action contemplated by either
the Employer or its Employees, shall not be construed to constitute or evidence
any contractual relationship between the Employer and any Employee, or as a
right of any Employee to continue in the employment of the Employer, or as a
limitation of the right of the Employer to discharge any of its Employees, with
or without cause. The Employer shall have the absolute right to deal with any
Employee who may be a Participant hereunder at any time as if the Plan had never
been created. Nothing herein contained shall be construed as placing any
obligation whatever upon the Employer to see that any distribution to a
Participant is made at any time from the Trust Fund herein created, and the
Employer shall not be liable to any person whatever in respect to payments from
the Trust Fund.

18.2     Board Authorization. Whenever the Employer, under the terms of this
Plan, is permitted or required to do or perform any act or matter or thing, it
shall be done and performed by any officer thereunto duly authorized by the
Board.

18.3     ERISA Pre-Emption. This Plan shall be administered in the United States
of America, and its validity, construction and all rights hereunder shall be
governed by the laws of the United States under ERISA. To the extent the ERISA
shall not be held to have pre-empted local law, the Plan shall be administered
and construed under and governed by the laws of the State of Alabama.

18.4     Indemnification By Employer. The Employer does hereby indemnify and
hold harmless any person, corporation, professional corporation, professional
association or partnership, that is deemed to be a fiduciary under the terms and
provisions of ERISA and the regulations promulgated thereunder from and against
any and all losses, claims, damages, expense (including court costs and
attorney's fees) and liabilities arising from his duties and responsibilities in
connection with the Plan and Trust Agreement unless the same is determined to be
due to criminal acts or acts involving fraud or wanton conduct, provided that
this indemnification by Employer provided in this Section does not extend to
corporate trustees or to Investment Advisors appointed under ARTICLE VIII of the
Trust Agreement, who are being compensated for services rendered to the Employer
or for their responsibilities under the Trust Agreement and Plan.

18.5     Exclusive Benefit Rule. The Trust Fund shall never inure to the benefit
of any Employer and shall be held for the exclusive purpose of providing
benefits to Participants in the Plan and their Beneficiaries and for any
reasonable expenses of administering the Plan, except that:

         (a)      Contributions made by the Employer under a mistake of fact
shall be returned to the Employer within one (1) calendar year of the payment of
such contribution. Earnings attributable to the excess contribution may not be
returned to the employer, but losses attributable thereto must reduce the amount
to be so returned. Furthermore, if the withdrawal of the amount attributable to
the mistaken or nondeductible contribution would cause the balance of the
individual account of any participant to be reduced to less than


                                       48
<PAGE>   49
the balance which would have been in the account had the mistaken or
nondeductible amount not been contributed, then the amount to be returned to the
employer must be limited so as to avoid such reduction.

         (b)      If a contribution is conditioned upon the deductibility of
such contribution under Section 404 of the Internal Revenue Code of 1986, as
amended, then, to the extent the deduction is disallowed, the contribution shall
be returned to the Employer within one (1) calendar year after the disallowance
of the deduction.

18.6     Employer Reversion Upon Initial Disqualification. Notwithstanding any
contrary provisions contained in any portion of this Plan, in the event the
Commissioner of Internal Revenue determines that the Plan is not initially
qualified under the Code, any contribution made incident to that initial
qualification by the Employer must be returned to the Employer within one year
after the date the initial qualification is denied, but only if the application
for the qualification is made by the time prescribed by law for filing the
Employer's return for the taxable year in which the Plan is adopted, or such
later date as the Secretary of the Treasury may prescribe.

18.7     Merger or Consolidation. In the case of any merger or consolidation
with, or transfer of assets or liabilities to, any other plan, each Participant
shall, if the Plan is terminated, receive a benefit immediately after the
merger, consolidation, or transfer which is equal to or greater than the benefit
he would have been entitled to receive immediately before the merger,
consolidation, or transfer, if the Plan had been terminated.

18.8     Non-Alienation Provision.

         (a)      In General. Except as may be provided in this Section, neither
the Trust nor any of the assets, nor any interest herein shall be subject to any
conveyance, transfer, assignment, sequestration, garnishment, attachment, levy,
encumbrance, or other judicial process or order of any kind to satisfy the
claims of creditors, and the Trustee shall not give any effect to such
conveyance, transfer, assignment, sequestration, garnishment, attachment, levy,
encumbrance, or other judicial process or order. The interests of Participants
and their Beneficiaries under the Plan and Trust shall not be subject to the
claims of any creditors and shall not be liable for their debts, contracts or
torts. Participants and their Beneficiaries shall not in any way convey,
transfer, assign, sequester, garnish, attach, levy, or otherwise encumber their
interests in the Plan in law or in equity, and any such conveyance, transfer,
assignment, sequestration, garnishment, attachment, levy, or encumbrance shall
be void.

         (b)      Domestic Relations Orders.

                  (i)      The Plan Administrator shall comply with the terms of
a Qualified Domestic Relations Order as defined in Section 414(p) of the Code.

                  (ii)     Any such domestic relations order shall not require
the Plan to provide any type or form of benefit, or any option not otherwise
provided under the Plan, nor to provide increased benefits (determined on the
basis of actuarial value) or the payment of benefits to an alternate payee which
are required to be paid to another alternate payee under another order
previously determined to be a qualified domestic relations order.

                  (iii)    The Plan Administrator shall promptly notify the
Participant and each alternate payee of the receipt of a domestic relations
order by the Plan and the Plan's procedures for determining the qualified status
of domestic relations orders. Within a reasonable period after receipt of a
domestic relations order, the Plan Administrator shall determine whether such
order is a qualified domestic relations order and shall notify the Participant
and each alternate payee of such determination. If the Participant or any
affected alternate payee disagrees with the determinations of the Plan
Administrator, the disagreeing party shall be


                                       49
<PAGE>   50
treated as a claimant and the claims procedure of the Plan shall be followed.
The Plan Administrator may bring an action for a declaratory judgment in a court
of competent jurisdiction to determine the proper recipient of the benefits to
be paid by the Plan.

                  (iv)     During any period in which the issue of whether a
domestic relations order is a qualified domestic relations order is being
determined (by the Plan Administrator, by a court of competent jurisdiction or
otherwise), the Plan Administrator shall separately account for the amounts
which would have been payable to the alternate payee during such period if the
order had been determined to be a qualified domestic relations order. If, within
the eighteen (18) month period beginning on the date on which the first payment
would be required to be made under the domestic relations order, the order (or
modification thereof) is determined to be a qualified domestic relations order,
the Plan Administrator shall pay the segregated amounts, including any interest
thereon, to the person or persons entitled thereto. If within such eighteen (18)
month period it is determined that the order is not a qualified domestic
relations order or the issue as to whether such order is a qualified domestic
relations order is not resolved, then the Plan Administrator shall pay the
segregated amounts, including any interest thereon, to the person or persons who
would have been entitled to such amounts if there had been no order. Any
determination that an order is a qualified domestic relations order which is
made after the close of the eighteen (18) month period shall be applied
prospectively only.

                  (v)      The Plan Administrator shall establish reasonable
procedures to determine the status of domestic relations orders and to
administer distributions under qualified orders.

                  (vi)     In the event the alternate payee dies prior to the
commencement or completion of the distribution of the segregated amounts to
which he is entitled, and if the terms of the qualified domestic relations order
do not address the disposition of such amounts in the event of the alternate
payee's death, and if there is no designated Beneficiary surviving at the
alternate payee's death, the Administrator shall be empowered to designate a
Beneficiary or Beneficiaries on his behalf, but only from among the following,
in the order named: (1) spouse, (2) children, in equal shares, (3) parents, in
equal shares or survivor, (4) brothers and sisters, per stirpes, and (5) estate
of the alternate payee. In the event any of the above shall be under the age of
majority, then the proceeds shall be paid in accordance with the provisions of
Section 8.15.

                  (vii)    Upon the issuance of a valid Qualified Domestic
Relations Order (as defined in Section 414(p) of the Code), payment of the
alternate payee's portion of the Participant's Accrued Benefit shall commence as
soon as administratively possible after such Order is approved, unless such
Order specifies a later date. If the value of the alternate payee's benefit
exceeds $5000, payment may not be made without the prior written consent of the
alternate payee on forms approved by the Administrator. If the alternate payee
is also a Participant in the Plan, such alternate payee may elect to defer
distribution until such time as he or she is otherwise entitled to receive a
distribution of his or her own Accrued Benefit.

         (c)      The provisions of subparagraph (a) above shall not apply to
any offset of a Participant's benefit pursuant to certain judgments and
settlements as defined in Section 401(a)(13)(C) of the Code.

18.9     Delegation of Responsibilities by Named Fiduciary. The Named Fiduciary
may designate any other person or persons, including the Trustee, to perform and
carry out the responsibilities and duties herein imposed on the Administrator,
and the Named Fiduciary may revoke any such delegation of responsibility. Any
action of such person or persons in the exercise of such delegated
responsibility shall have the same force and effect for all purposes as if such
action had been taken by the Administrator.

18.10    Trust. The Employer and the Trustee have entered into a Trust Agreement
which provides for the holding of funds necessary to fund the benefits set forth
in this Plan. The Trust Fund shall be received, held and disbursed in accordance
with the provisions of the Trust Agreement and the Plan. No part of the Trust


                                       50
<PAGE>   51
Fund shall be used for or diverted to purposes other than for the exclusive
benefit of the Participants, former Participants and their Beneficiaries.

18.11    Non-Contractual Obligation of Employer. Although it is the intention of
the Employer that this Plan continue from year to year and contributions be made
regularly, continuation of the Plan is entirely voluntary and the payments
thereunder are not assumed as a contractual obligation of the Employer.

18.12    Basis for Payments From the Plan. The basis for making payments from
the Plan is contained in ARTICLE VIII which are intended to satisfy the
requirements of ERISA.

18.13    Funding Policy. As promptly as practicable after the Effective Date,
the Administrative Committee shall establish a funding policy and method
consistent with the objectives of the Plan and the provisions of Title I of
ERISA and shall advise the Trustee of such funding policy and method. At least
annually thereafter the Administrative Committee shall review the existing
funding policy and method and make such changes therein as are, in the
Administrative Committee's opinion, necessary or appropriate. The Trustee shall
be promptly advised of any such changes.




                                       51
<PAGE>   52
                                   ARTICLE XIX

                              PREDECESSOR EMPLOYERS

19.1     This Section 19.1 incorporates provisions contained in the Plan as it
existed prior to this restatement and relates to corporate acquisitions and the
determination of prior service for employees of the acquired entities. This
Section is primarily for documentation purposes, and each subparagraph providing
for prior service with a predecessor employer was either in the Plan document or
in a duly executed Plan amendment. Acquisitions occurring after the adoption of
this restatement shall be addressed in separate amendments from time to time.

         (a)      For purposes of determining Hours of Service to be credited to
an Employee, an hour of service by an individual as an employee of Guaranty
Federal Savings & Loan Association prior to May 4, 1990, shall be treated as an
Hour of Service as an Eligible Employee.

         (b)      For purposes of determining Hours of Service to be credited to
an Employee, an hour of service with First American Bank of Georgia, National
Association, prior to May 1, 1992, shall be treated as service as an Eligible
Employee, if (a) such Employee is an Employee on or after January 1, 1993; (b)
such Employee was employed by First American Bank of Georgia, National
Association, immediately prior to May 1, 1992; and (c) such Employee became an
Eligible Employee on or after May 1, 1992, and on or prior to December 1, 1992.

         (c)      Service with Citizens National Bank prior to May 5, 1995,
shall be treated as service as an Employee and as an Eligible Employee of the
Employer.

         (d)      For purposes of determining Hours of Service to be credited to
an Employee, an hour of service by an individual as an employee of Equity Bank,
Charter Bank, Home Savings of America, FSB, or Barnett Bank of Southwest Georgia
prior to the merger of said entity into SouthTrust Bank, N.A. shall be treated
as service as an Employee, but not as an Eligible Employee, from and after
January 1, 1998.

         (e)      For purposes of determining Hours of Service to be credited to
an Employee, service with First of America Bank - Florida, FSB, Barnett Banks,
Inc. or First of America Bank Corporation prior to February 1, 1998, shall be
treated as service as an Eligible Employee, if (a) such Employee was employed by
First of America Bank - Florida, FSB, Barnett Banks, Inc., or First of America
Bank Corporation on January 29, 1998, and (b) such Employee became an Employee
on January 30, 1998. The provisions of this Section shall be effective as of
February 1, 1998.

         (f)      For purposes of determining Hours of Service to be credited to
an Employee, service by an individual as an employee of (a) First of America
Bank - Florida, F.S.B., (b) Georgia National Bancorp, Inc., (c) Security Bank
Texas (d) Partners Mortgage Services Limited (e) American Bank of Indian River
County, or (f) Home Savings of America, FSB prior to the merger of said entity
into South Trust Bank, N.A., and service by an individual as an employee of
American Banks of Florida, Inc., prior to the merger of said entity into
SouthTrust of Alabama, Inc. shall be counted from and after January 1, 1999.

19.2     For purposes of Section 19.1 only and in lieu of the definitions in
Article III above, the following definitions shall apply:

         (a)      "Eligible Employee" shall mean an Employee of the Employer and
shall also mean, except as otherwise provided in the Adoption Agreement pursuant
to which a Participating Employer adopts the Plan, each Employee of a
Participating Employer.


                                       52
<PAGE>   53
         (b)      "Employee" shall mean any person employed by an Employer.

         (c)      "Employer" shall mean SouthTrust Corporation, any
Participating Employer or a Related Employer which employs an Employee.

         (d)      "Related Employer" shall mean a corporation (other than the
Employer or Participating Employer) which is a member of a "controlled group of
corporations" (within the meaning of Section 1563(a) of the Code, determined
without regard to Sections 1563(a)(4) and (e)(3)(C) of the Code) including the
Employer and a Participating Employer and any trade or business (other than the
Employer or a Participating Employer), whether or not incorporated, which is
under "common control" (within the meaning of Section 414(c) of the Code) with
the Employer or a Participating Employer. The term Related Employer shall also
mean any trade or business which is a member of an "affiliated service group,"
as that term is defined in Section 414(m)(2) of the Code, which includes the
Employer or a Participating Employer.

19.3     Effective January 1, 2000, for purposes of determining Hours of Service
to be credited to an Employee, service with (i) Langham Creek National Bank,
(ii) First Bank & Trust, Inc., or (iii) Navigation Bank prior to the merger of
said entities into SouthTrust Bank, and service with (iv) First of Groves
Corporation prior to the merger of said entity into SouthTrust of Alabama, Inc.,
shall be treated as service for purposes of eligibility and vesting under the
Plan.

19.4     Effective July 1, 2000, for purposes of determining Hours of Service to
be credited to an Employee, service with (i) Heritage Bank and (ii) Security
National Bank shall be treated as service for eligibility, vesting and, for the
year of the acquisition, accrual of contributions described in Section 7.2
hereinabove.

19.5     Effective January 1, 2001, for purposes of determining Hours of Service
to be credited to an Employee, service with (i) First Bank prior to the merger
of said entity into SouthTrust Bank, and (ii) First Bank Holding Company prior
to the merger of said entity into SouthTrust of Alabama, Inc., shall be treated
as service for purposes of eligibility and vesting under the Plan.



                                       53
<PAGE>   54
         THE EMPLOYER has caused this Plan to be executed by its duly authorized
officer and duly attested, and its corporate seal to be hereunto affixed, on
this, the 29th day of December, 2000.


                                          SOUTHTRUST CORPORATION


                                          By: /s/ Wallace D. Malone, Jr.
                                             ----------------------------------

Attest:


/s/ Alton E. Yother                                   (EMPLOYER)
----------------------------
Secretary

[CORPORATE SEAL]




                                       54
<PAGE>   55
                                TABLE OF CONTENTS

                             SOUTHTRUST 401(k) PLAN



<TABLE>
<S>              <C>                                                                       <C>
ARTICLE I        PURPOSE...............................................................     3

ARTICLE II       NAME AND EFFECTIVE DATE...............................................     3
    2.1          Name of Plan..........................................................     3
    2.2          Effective Date........................................................     3
    2.3          Restatement Effective Dates...........................................     3
    2.4          Contributing Date.....................................................     4

ARTICLE III      DEFINITIONS...........................................................     5
    3.1          "Accrued Benefit".....................................................     5
    3.2          "Actual Contribution Percentage"......................................     5
    3.3          "Actual Deferral Percentage"..........................................     5
    3.4          "Administrative Committee"............................................     6
    3.5          "Affiliated Service Group"............................................     6
    3.6          "Age".................................................................     6
    3.7          "Anniversary Date"....................................................     6
    3.8          "Annual Addition Suspense Account"....................................     6
    3.9          "Beneficiary".........................................................     6
    3.10         "Board"...............................................................     6
    3.11         "Break In Service"....................................................     6
    3.12         "Code"................................................................     6
    3.13         "Compensation"........................................................     6
    3.14         "Controlled Group"....................................................     7
    3.15         "Disability"..........................................................     7
    3.16         "ERISA"...............................................................     7
    3.17         "Early Retirement Age"................................................     7
    3.18         "Elective Deferrals"..................................................     7
    3.19         "Elective Deferral Account"...........................................     7
    3.20         "Employee"............................................................     7
    3.21         "Employee Contributions"..............................................     8
    3.22         "Employer"............................................................     8
    3.23         "Employer Matching Contribution"......................................     8
    3.24         "Employer Matching Contribution Account"..............................     8
    3.25         "Employer Stock"......................................................     8
    3.26         "Employer Stock Account"..............................................     8
    3.27         "Employment Commencement Date"........................................     8
    3.28         "Excess Aggregate Contributions"......................................     8
    3.29         "Excess Contributions"................................................     8
    3.30         "Five-Percent Owner"..................................................     8
    3.31         "Highly Compensated Employee".........................................     8
    3.32         "Hour of Service".....................................................     9
    3.33         "Inactive Participant"................................................    10
    3.34         "Independent Contractor"..............................................    10
    3.35         "Intern"..............................................................    10
</TABLE>


                                        i
<PAGE>   56
<TABLE>
<S>              <C>                                                                       <C>
    3.36         "Investment Fund".....................................................    10
    3.37         "Key-Employee"........................................................    10
    3.38         "Leased Employee".....................................................    11
    3.39         "Limitation Year".....................................................    11
    3.40         "Named Fiduciary".....................................................    11
    3.41         "Nonhighly Compensated Participants"..................................    11
    3.42         "Normal Retirement Age"...............................................    11
    3.43         "On-Call Employee"....................................................    11
    3.44         "Participant".........................................................    11
    3.45         "Participating Employer"..............................................    11
    3.46         "Payment Starting Date"...............................................    11
    3.47         "Permissive Aggregation Group"........................................    11
    3.48         "Plan"................................................................    12
    3.49         "Plan Administrator"..................................................    12
    3.50         "Plan Entry Date".....................................................    12
    3.51         "Plan Year"...........................................................    12
    3.52         "Profit Sharing Contributions"........................................    12
    3.53         "Qualified Plan"......................................................    12
    3.54         "Required Aggregation Group"..........................................    12
    3.55         "Rollover Account"....................................................    12
    3.56         "Seasonal Employee"...................................................    12
    3.57         "SouthTrust ESOP".....................................................    12
    3.58         "Student".............................................................    12
    3.59         "Taxable Year"........................................................    12
    3.60         "Temporary Employee"..................................................    12
    3.61         "Top-Heavy Plan"......................................................    12
    3.62         "Trust Agreement".....................................................    13
    3.63         "Trustee".............................................................    13
    3.64         "Trust Fund"..........................................................    13
    3.65         "Valuation Date"......................................................    13
    3.66         "Vested"..............................................................    13
    3.67         "Vesting Computation Period"..........................................    13
    3.68         "Withdrawable Account"................................................    13
    3.69         "Year of Service".....................................................    13
    3.70         "Year of Vesting Service".............................................    13

ARTICLE IV       ADMINISTRATION OF THE PLAN............................................    13
    4.1          Administrative Committee..............................................    13
    4.2          Powers and Duties of Administrative Committee.........................    14
    4.3          Delegation of Duties..................................................    14
    4.4          Employment of Advisors................................................    15
    4.5          Indemnification; Insurance............................................    15
    4.6          Designation of Agent for Service of Process...........................    15
    4.7          Miscellaneous.........................................................    15

ARTICLE V        PARTICIPATION OF EMPLOYEES............................................    15
    5.1          Requirements..........................................................    15
    5.2          Re-Hired Employees....................................................    16
    5.3          Participation Agreement...............................................    16
    5.4          Leave of Absence......................................................    17
</TABLE>



                                       ii
<PAGE>   57
<TABLE>
<S>              <C>                                                                       <C>
ARTICLE VI       CONTRIBUTIONS.........................................................    17
    6.1          Employer Contributions:  Types and Amounts............................    17
    6.2          Elective Deferrals: Amounts and Procedures............................    17
    6.3          Elective Deferral Dollar Limitations..................................    18
    6.4          Non-deductible Employee Contributions.................................    18
    6.5          Actual Deferral Percentage Limitations................................    19
    6.6          Actual Contribution Percentage........................................    20
    6.7          Aggregate Limit for Multiple Use of Alternative Limitation............    21
    6.8          Additional Contribution to Restore Cashed-Out Benefits................    22
    6.9          Omission of Eligible Employee.........................................    22
    6.10         Inclusion of Ineligible Employee......................................    22

ARTICLE VII      ALLOCATIONS AND ADJUSTMENTS TO ACCOUNTS...............................    22
    7.1          Procedure.............................................................    22
    7.2          Accrual of Contributions..............................................    23
    7.3          Accounts..............................................................    23
    7.4          Limitations on Annual Additions.......................................    23

ARTICLE VIII     BENEFITS..............................................................    26
    8.1          Participant's Rights and General Rules................................    26
    8.2          Retirement Benefits...................................................    26
    8.3          Deferred Retirement Benefits..........................................    27
    8.4          Disability Benefit....................................................    27
    8.5          Death Benefit.........................................................    27
    8.6          Benefit Upon Other Termination of Employment..........................    27
    8.7          Methods of Distribution...............................................    28
    8.8          General Consent Rules.................................................    28
    8.9          In-Service Withdrawals................................................    28
    8.10         Statutory Commencement of Benefits....................................    29
    8.11         General Rules for Required Distributions..............................    29
    8.12         Required Beginning Date...............................................    30
    8.13         Statutory Distributions Upon Death....................................    30
    8.14         Location of Participants and Beneficiaries............................    31
    8.15         Payments for the Benefit of Minors or Incompetents....................    32

ARTICLE IX       VESTING...............................................................    32
    9.1          Requirements..........................................................    32
    9.2          Cash-Out; Buy-Back....................................................    33
    9.3          Forfeitures...........................................................    34
    9.4          Computation of Years of Vesting Service...............................    34
    9.5          Hours of Service Requirement..........................................    34

ARTICLE X        TOP-HEAVY PLAN........................................................    35
    10.1         Top-Heavy Requirements................................................    35
    10.2         Top-Heavy Determination...............................................    35

ARTICLE XI       ROLLOVERS AND TRANSFERS...............................................    37
    11.1         Direct Rollovers by Employees.........................................    37
    11.2         Definitions...........................................................    37
    11.3         Rollover Other Than Direct Rollover...................................    37
    11.4         Direct Rollovers From Other Plan......................................    37
</TABLE>


                                       iii
<PAGE>   58
<TABLE>
<S>              <C>                                                                       <C>
    11.5         Minimum Amount, Procedures and Information............................    38
    11.6         Allocations to Rollover Account.......................................    38
    11.7         Vesting of Rollover Account...........................................    38
    11.8         Distributions of Rollover Account.....................................    38
    11.9         Eligible Employees....................................................    38

ARTICLE XII      LOANS TO PARTICIPANTS.................................................    38
    12.1         Requirements..........................................................    38
    12.2         Default...............................................................    39
    12.3         Military Absence......................................................    39
    12.4         Loans as Directed Investments.........................................    40
    12.5         Incurred Expenses.....................................................    40
    12.6         Treatment of Loans upon Termination of Employment.....................    40

ARTICLE XIII     DIRECTED INVESTMENTS..................................................    40
    13.1         Participant Direction.................................................    40
    13.2         Time for Direction....................................................    41
    13.3         Information Provided to Participants..................................    41
    13.4         Default Option........................................................    41

ARTICLE XIV      ADOPTION OF PLAN BY PARTICIPATING EMPLOYERS...........................    41
    14.1         Right of Participating Employers to Participate.......................    41
    14.2         Participant Accounts..................................................    41
    14.3         Administrative Powers of Plan Administrator...........................    42
    14.4         Creation of Trust.....................................................    42
    14.5         Transfer of Employment................................................    42
    14.6         Withdrawal of Participating Employers.................................    42
    14.7         Internal Revenue Service Approval of Plan for a Participating Employer    43
    14.8         Joint Venture Restriction.............................................    43
    14.9         Commingled Assets.....................................................    43

ARTICLE XV       FIDUCIARY RESPONSIBILITIES............................................    44
    15.1         Allocation of Responsibilities Among Fiduciaries......................    44
    15.2         No Joint Fiduciary Responsibilities...................................    44
    15.3         Advisor to Named Fiduciary............................................    45

ARTICLE XVI      AMENDMENT AND TERMINATION.............................................    45
    16.1         Amendments............................................................    45
    16.2         Election of Pre-Amendment Vesting Schedule............................    45
    16.3         Termination...........................................................    46

ARTICLE XVII     CLAIMS PROCEDURE......................................................    46
    17.1         Claims for Benefits...................................................    46
    17.2         Review of Claims......................................................    47
    17.3         Miscellaneous Claims Provisions.......................................    47

ARTICLE XVIII    MISCELLANEOUS.........................................................    48
    18.1         Participant's Rights; Acquittance.....................................    48
    18.2         Board Authorization...................................................    48
    18.3         ERISA Pre-Emption.....................................................    48
    18.4         Indemnification By Employer...........................................    48
</TABLE>


                                       iv
<PAGE>   59
<TABLE>
<S>              <C>                                                                       <C>
    18.5         Exclusive Benefit Rule................................................    48
    18.6         Employer Reversion Upon Initial Disqualification......................    49
    18.7         Merger or Consolidation...............................................    49
    18.8         Non-Alienation Provision..............................................    49
    18.9         Delegation of Responsibilities by Named Fiduciary.....................    50
    18.10        Trust.................................................................    50
    18.11        Non-Contractual Obligation of Employer................................    51
    18.12        Basis for Payments From the Plan......................................    51
    18.13        Funding Policy........................................................    51

ARTICLE XIX      PREDECESSOR EMPLOYERS.................................................    52
</TABLE>