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                                                                     EXHIBIT 4.2


          AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


                            ADOPTION AGREEMENT # 005

            NONSTANDARDIZED CODE SECTION 401(K) PROFIT SHARING PLAN

        The undersigned, American National Financial, Inc. ("Employer"), by
executing this Adoption Agreement, elects to become a participating Employer in
the Wells Fargo Bank, N.A. Defined Contribution Master Plan (basic plan document
# 01 ) by adopting the accompanying Plan and Trust in full as if the Employer
were a signatory to that Agreement. The Employer makes the following elections
granted under the provisions of the Master Plan.

                                    ARTICLE I

                                   DEFINITIONS

        1.02 TRUSTEE. The Trustee executing this Adoption Agreement is: (Choose
(a) or (b))

[ ]   (a) A discretionary Trustee. See Section 10.03[A] of the Plan.

[X]   (b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan. [Note:
      The Employer may not elect Option (b) if a Custodian executes the
      Adoption Agreement.]

        1.03 PLAN. The name of the Plan as adopted by the Employer is American
National Financial, Inc. 401(k) Profit Sharing Plan.

        1.07 EMPLOYEE. The following Employees are not eligible to participate
in the Plan: (Choose (a) or at least one of (b) through (g))

[ ]   (a) No exclusions.

[X]   (b) Collective bargaining employees (as defined in Section 1.07 of the
      Plan). [Note: If the Employer excludes union employees from the Plan,
      the Employer must be able to provide evidence that retirement benefits
      were the subject of good faith bargaining.]

[ ]   (c) Nonresident aliens who do not receive any earned income (as
      defined in Code Section 911(d)(2)) from the Employer which constitutes
      United States source income (as defined in Code Section 861(a)(3)).

[ ]   (d) Commission Salesmen.

[ ]   (e) Any Employee compensated on a salaried basis.

[ ]   (f) Any Employee compensated on an hourly basis.

[X]   (g) (Specify) Non-Affiliated Agency Operators.

LEASED EMPLOYEES. Any Leased Employee treated as an Employee under Section 1.31
of the Plan, is: (Choose (h) or (i))

[ ]   (h) Not eligible to participate in the Plan.

[X]   (i) Eligible to participate in the Plan, unless excluded by reason of an
      exclusion classification elected under this Adoption Agreement Section
      1.07.



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AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN

RELATED EMPLOYERS. If any member of the Employer's related group (as defined in
Section 1.30 of the Plan) executes a Participation Agreement to this Adoption
Agreement, such member's Employees are eligible to participate in this Plan,
unless excluded by reason of an exclusion classification elected under this
Adoption Agreement Section 1.07. In addition: (Choose (j) or (k))

[X]   (j) No other related group member's Employees are eligible to
      participate in the Plan.

[ ]   (k) The following nonparticipating related group member's Employees are
      eligible to participate in the Plan unless excluded by reason of an
      exclusion classification elected under this Adoption Agreement Section
      1.07:_________.

        1.12 COMPENSATION.

TREATMENT OF ELECTIVE CONTRIBUTIONS. (Choose (a) or (b))

[X]   (a) "Compensation" includes elective contributions made by the Employer
      on the Employee's behalf.

[ ]   (b) "Compensation" does not include elective contributions.

MODIFICATIONS TO COMPENSATION DEFINITION. (Choose (c) or at least one of (d)
through (j))

[ ]   (c) No modifications other than as elected under Options (a) or (b).

[ ]   (d) The Plan excludes Compensation in excess of $_________.

[X]   (e) In lieu of the definition in Section 1.12 of the Plan, Compensation
      means any earnings reportable as W-2 wages for Federal income tax
      withholding purposes, subject to any other election under this Adoption
      Agreement Section 1.12.

[ ]   (f) The Plan excludes bonuses.

[ ]   (g) The Plan excludes overtime.

[ ]   (h) The Plan excludes Commissions.

[ ]   (i) Compensation will not include Compensation from a related employer
      (as defined in Section 1.30 of the Plan) that has not executed a
      Participation Agreement in this Plan unless, pursuant to Adoption
      Agreement Section 1.07, the Employees of that related employer are
      eligible to participate in this Plan.

[ ]   (j) (Specify)_________.

If, for any Plan Year, the Plan uses permitted disparity in the contribution or
allocation formula elected under Article III, any election of Options (f), (g),
(h) or (j) is ineffective for such Plan Year with respect to any Nonhighly
Compensated Employee.

SPECIAL DEFINITION FOR MATCHING CONTRIBUTIONS. "Compensation" for purposes of
any matching contribution formula under Article III means: (Choose (k) or (l)
only if applicable)

[X]   (k) Compensation as defined in this Adoption Agreement Section 1.12.

[ ]   (l) (Specify)_________.

SPECIAL DEFINITION FOR SALARY REDUCTION CONTRIBUTIONS. An Employee's salary
reduction agreement applies to his Compensation determined prior to the
reduction authorized by that salary reduction agreement, with the following
exceptions: (Choose (m) or at least one of (n) or (o), if applicable)



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                    AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


[X]     (m) No exceptions.

[ ]     (n) If the Employee makes elective contributions to another plan
        maintained by the Employer, the Advisory Committee will determine the
        amount of the Employee's salary reduction contribution for the
        withholding period: (Choose (1) or (2))

        [ ]     (1) After the reduction for such period of elective
                contributions to the other plan(s).

        [ ]     (2) Prior to the reduction for such period of elective
                contributions to the other plan(s).

[ ]     (o) (Specify)_________.

        1.17 PLAN YEAR/LIMITATION YEAR.

PLAN YEAR. Plan Year means: (Choose (a) or (b))

[X]     (a) The 12 consecutive month period ending every December 31.

[ ]     (b) (Specify)_________.

LIMITATION YEAR. The Limitation Year is: (Choose (c) or (d))

[X]     (c) The Plan Year.

[ ]     (d) The 12 consecutive month period ending every_________.

        1.18 EFFECTIVE DATE.

NEW PLAN. The "Effective Date" of the Plan is_________.

RESTATED PLAN. The restated Effective Date is January 1, 2001.

This Plan is a substitution and amendment of an existing retirement plan(s)
originally established June 30, 1997. [Note: See the Effective Date Addendum.]

        1.27 HOUR OF SERVICE. The crediting method for Hours of Service is:
(Choose (a) or (b))

[X]     (a) The actual method.

[ ]     (b) The equivalency method, except:

        [ ]     (1) No exceptions.

        [ ]     (2) The actual method applies for purposes of: (Choose at least
                one)

                [ ]     (a) Participation under Article II.

                [ ]     (b) Vesting under Article V.

                [ ]     (c) Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]



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AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN

        1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s): N/A. Service with
the designated predecessor employer(s) applies: (Choose at least one of (a) or
(b); (c) is available only in addition to (a) or (b))

[ ]     (a) For purposes of participation under Article II.

[ ]     (b) For purposes of vesting under Article V.

[ ]     (c) Except the following Service:_________.

[Note: If the Plan does not credit any predecessor service under this provision,
insert "N/A" in the first blank line. The Employer may attach a schedule to this
Adoption Agreement, in the same format as this Section 1.29, designating
additional predecessor employers and the applicable service crediting
elections.]

        1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the Plan
and also participates in a plan maintained by the leasing organization: (Choose
(a) or (b))

[ ]     (a) The Advisory Committee will determine the Leased Employee's
        allocation of Employer contributions under Article III without taking
        into account the Leased Employee's allocation, if any, under the leasing
        organization's plan.

[X]     (b) The Advisory Committee will reduce the Leased Employee's allocation
        of Employer nonelective contributions (other than designated qualified
        nonelective contributions) under this Plan by the Leased Employee's
        allocation under the leasing organization's plan, but only to the extent
        that allocation is attributable to the Leased Employee's service
        provided to the Employer. The leasing organization's plan:

        [X]     (1) Must be a money purchase plan which would satisfy the
                definition under Section 1.31 of a safe harbor plan,
                irrespective of whether the safe harbor exception applies.

        [ ]     (2) Must satisfy the features and, if a defined benefit plan,
                the method of reduction described in an addendum to this
                Adoption Agreement, numbered 1.31.

                                   ARTICLE II

                              EMPLOYEE PARTICIPANTS

        2.01 ELIGIBILITY.

ELIGIBILITY CONDITIONS. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose (a) or (b) or both; (c) is
optional as an additional election)

[X]     (a) Attainment of age 18 (specify age, not exceeding 21).

[X]     (b) Service requirement. (Choose one of (1) through (3))

        [ ]     (1) One Year of Service.

        [X]     (2) 3 months (not exceeding 12) following the Employee's
                Employment Commencement Date.

        [ ]     (3) One Hour of Service.

[ ]     (c) Special requirements for non-401(k) portion of plan. (Make elections
        under (1) and under (2))

                (1) The requirements of this Option (c) apply to participation
        in: (Choose at least one of (a) through (c))



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                    AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


                [ ]     (a) The allocation of Employer nonelective contributions
                        and Participant forfeitures.

                [ ]     (b) The allocation of Employer matching contributions
                        (including forfeitures allocated as matching
                        contributions).

                [ ]     (c) The allocation of Employer qualified nonelective
                        contributions.

                (2) For participation in the allocations described in (1), the
                eligibility conditions are: (Choose at least one of (a) through
                (d))

                [ ]     (a) _________(one or two) Year(s) of Service, without an
                        intervening Break in Service (as described in Section
                        2.03(A) of the Plan) if the requirement is two Years of
                        Service.

                [ ]     (b) _________ months (not exceeding 24) following the
                        Employee's Employment Commencement Date.

                [ ]     (c) One Hour of Service.

                [ ]     (d) Attainment of age _________(Specify age, not
                        exceeding 21).

PLAN ENTRY DATE. "Plan Entry Date" means the Effective Date and: (Choose (d),
(e) or (f))

[ ]     (d) Semi-annual Entry Dates. The first day of the Plan Year and the
        first day of the seventh month of the Plan Year.

[ ]     (e) The first day of the Plan Year.

[X]     (f) (Specify entry dates) Daily.

TIME OF PARTICIPATION. An Employee will become a Participant (and, if
applicable, will participate in the allocations described in Option (c)(1)),
unless excluded under Adoption Agreement Section 1.07, on the Plan Entry Date
(if employed on that date): (Choose (g), (h) or (i))

[X]     (g) immediately following

[ ]     (h) immediately preceding

[ ]     (i) nearest

the date the Employee completes the eligibility conditions described in Options
(a) and (b) (or in Option (c)(2) if applicable) of this Adoption Agreement
Section 2.01. [Note: The Employer must coordinate the selection of (g), (h) or
(i) with the "Plan Entry Date" selection in (d), (e) or (f). Unless otherwise
excluded under Section 1.07, the Employee must become a Participant by the
earlier of: (1) the first day of the Plan Year beginning after the date the
Employee completes the age and service requirements of Code Section 410(a); or
(2) 6 months after the date the Employee completes those requirements.]

DUAL ELIGIBILITY. The eligibility conditions of this Section 2.01 apply to:
(Choose (j) or (k))

[X]     (j) All Employees of the Employer, except: (Choose (1) or (2))

        [X]     (1) No exceptions.

        [ ]     (2) Employees who are Participants in the Plan as of the
                Effective Date.



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AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


[ ]     (k) Solely to an Employee employed by the Employer after _________. If
        the Employee was employed by the Employer on or before the specified
        date, the Employee will become a Participant: (Choose (1), (2) or (3))

        [ ]     (1) On the latest of the Effective Date, his Employment
                Commencement Date or the date he attains age _________(not to
                exceed 21).

        [ ]     (2) Under the eligibility conditions in effect under the Plan
                prior to the restated Effective Date. If the restated Plan
                required more than one Year of Service to participate, the
                eligibility condition under this Option (2) for participation in
                the Code Section 401(k) arrangement under this Plan is one Year
                of Service for Plan Years beginning after December 31, 1988.
                [For restated plans only]

        [ ]     (3) (Specify)_________.

        2.02 YEAR OF SERVICE - PARTICIPATION.

HOURS OF SERVICE. An Employee must complete: (Choose (a) or (b))

[ ]     (a) 1,000 Hours of Service

[X]     (b) 0 Hours of Service

during an eligibility computation period to receive credit for a Year of
Service. [Note: The Hours of Service requirement may not exceed 1,000.]

ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility computation period
described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

[ ]     (c) The 12 consecutive month period beginning with each anniversary of
        an Employee's Employment Commencement Date.

[X]     (d) The Plan Year, beginning with the Plan Year which includes the first
        anniversary of the Employee's Employment Commencement Date.

        2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule
described in Section 2.03(B) of the Plan: (Choose (a) or (b))

[X]     (a) Does not apply to the Employer's Plan.

[ ]     (b) Applies to the Employer's Plan.

        2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))

[X]     (a) Does not permit an eligible Employee or a Participant to elect not
        to participate.

[ ]     (b) Does permit an eligible Employee or a Participant to elect not to
        participate in accordance with Section 2.06 and with the following
        rules: (Complete (1), (2), (3) and (4))

                (1) An election is effective for a Plan Year if filed no later
        than _________.

                (2) An election not to participate must be effective for at
        least _________ Plan Year(s).

                (3) Following a re-election to participate, the Employee or
        Participant:



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                    AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


                [ ]     (a) May not again elect not to participate for any
                        subsequent Plan Year.

                [ ]     (b) May again elect not to participate, but not earlier
                        than the Plan Year following the Plan Year in which the
                        re-election first was effective.

                (4) (Specify) _________ [Insert "N/A" if no other rules apply].

                                   ARTICLE III

                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

        3.01 AMOUNT.

PART I. [OPTIONS (a) THROUGH (g)] AMOUNT OF EMPLOYER'S CONTRIBUTION. The
Employer's annual contribution to the Trust will equal the total amount of
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions, as determined under this Section
3.01. (Choose any combination of (a), (b), (c) and (d), or choose (e))

[X]     (a) DEFERRAL CONTRIBUTIONS (CODE SECTION 401(k) ARRANGEMENT). (Choose
        (1) or (2) or both)

        [X]     (1) Salary reduction arrangement. The Employer must contribute
                the amount by which the Participants have reduced their
                Compensation for the Plan Year, pursuant to their salary
                reduction agreements on file with the Advisory Committee. A
                reference in the Plan to salary reduction contributions is a
                reference to these amounts.

        [ ]     (2) Cash or deferred arrangement. The Employer will contribute
                on behalf of each Participant the portion of the Participant's
                proportionate share of the cash or deferred contribution which
                he has not elected to receive in cash. See Section 14.02 of the
                Plan. The Employer's cash or deferred contribution is the amount
                the Employer may from time to time deem advisable which the
                Employer designates as a cash or deferred contribution prior to
                making that contribution to the Trust.

[ ]     (b) MATCHING CONTRIBUTIONS. The Employer will make matching
        contributions in accordance with the formula(s) elected in Part II of
        this Adoption Agreement Section 3.01.

[X]     (c) DESIGNATED QUALIFIED NONELECTIVE CONTRIBUTIONS. The Employer, in its
        sole discretion, may contribute an amount which it designates as a
        qualified nonelective contribution.

[ ]     (d) NONELECTIVE CONTRIBUTIONS. (Choose any combination of (1) through
        (4))

        [ ]     (1) Discretionary contribution. The amount (or additional
                amount) the Employer may from time to time deem advisable.

        [ ]     (2) The amount (or additional amount) the Employer may from time
                to time deem advisable, separately determined for each of the
                following classifications of Participants: (Choose (a) or (b))

                [ ]     (a) Nonhighly Compensated Employees and Highly
                        Compensated Employees.

                [ ]     (b) (Specify classifications) _________.

                        Under this Option (2), the Advisory Committee will
                        allocate the amount contributed for each Participant
                        classification in accordance with Part II of Adoption
                        Agreement Section 3.04, as if the Participants in that
                        classification were the only Participants in the Plan.

[ ]     (3) ____% of the Compensation of all Participants under the Plan,
        determined for the Employer's taxable year for which it makes the
        contribution.
        [Note: The percentage selected may not exceed 15%.]

[ ]     (4) ____% of Net Profits but not more than $ _________.



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AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


[ ]     (e) FROZEN PLAN. This Plan is a frozen Plan effective _________. The
        Employer will not contribute to the Plan with respect to any period
        following the stated date.

NET PROFITS. The Employer: (Choose (f) or (g))

[X]     (f) Need not have Net Profits to make its annual contribution under this
        Plan.

[ ]     (g) Must have current or accumulated Net Profits exceeding $_________
        to make the following contributions: (Choose at least one)

        [ ]     (1) Cash or deferred contributions described in Option (a)(2).

        [ ]     (2) Matching contributions described in Option (b),
                except: _________.

        [ ]     (3) Qualified nonelective contributions described in Option (c).

        [ ]     (4) Nonelective contributions described in Option (d).

The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of account
in accordance with generally accepted accounting practices consistently applied
without any deductions for Federal and state taxes upon income or for
contributions made by the Employer under this Plan or under any other employee
benefit plan the Employer maintains. The term "Net Profits" specifically
excludes N/A. [Note: Enter "N/A" if no exclusions apply.]

If the Employer requires Net Profits for matching contributions and the Employer
does not have sufficient Net Profits under Option (g), it will reduce the
matching contribution under a fixed formula on a prorata basis for all
Participants. A Participant's share of the reduced contribution will bear the
same ratio as the matching contribution the Participant would have received if
Net Profits were sufficient bears to the total matching contribution all
Participants would have received if Net Profits were sufficient. If more than
one member of a related group (as defined in Section 1.30) execute this Adoption
Agreement, each participating member will determine Net Profits separately but
will not apply this reduction unless, after combining the separately determined
Net Profits, the aggregate Net Profits are insufficient to satisfy the matching
contribution liability. "Net Profits" includes both current and accumulated Net
Profits.

PART II. [OPTIONS (h) THROUGH (j)] MATCHING CONTRIBUTION FORMULA. [Note: If the
Employer elected Option (b), complete Options (h), (i) and (j).]

[ ]     (h) AMOUNT OF MATCHING CONTRIBUTIONS. For each Plan Year, the Employer's
        matching contribution is: (Choose any combination of (1), (2), (3), (4)
        and (5))

        [ ]     (1) An amount equal to ____% of each Participant's eligible
                contributions for the Plan Year.

        [ ]     (2) An amount equal to ____% of each Participant's first tier of
                eligible contributions for the Plan Year, plus the following
                matching percentage(s) for the following subsequent tiers of
                eligible contributions for the Plan Year: _________.

        [ ]     (3) Discretionary formula.

                [ ]     (i) An amount (or additional amount) equal to a matching
                        percentage the Employer from time to time may deem
                        advisable of the Participant's eligible contributions
                        for the Plan Year.

                [ ]     (ii) An amount (or additional amount) equal to a
                        matching percentage the Employer from time to time may
                        deem advisable of each tier of the Participant's
                        eligible contributions for the Plan Year.



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                    AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


[ ]     (4) An amount equal to the following percentage of each Participant's
        eligible contributions for the Plan Year, based on the Participant's
        Years of Service:

<TABLE>
<S>                                                <C>
       Number of Years of Service                  Matching Percentage
       --------------------------                  -------------------

                 ------                                   ------
                 ------                                   ------
                 ------                                   ------
                 ------                                   ------
</TABLE>

                The Advisory Committee will apply this formula by determining
                Years of Service as follows: _________.

        [ ]     (5) A Participant's matching contributions may not: (Choose (a)
                or (b))

                [ ]     (a) Exceed _________.

                [ ]     (b) Be less than _________.

        RELATED EMPLOYERS. If two or more related employers (as defined in
        Section 1.30) contribute to this Plan, the related employers may elect
        different matching contribution formulas by attaching to the Adoption
        Agreement a separately completed copy of this Part II. Note: Separate
        matching contribution formulas create separate current benefit
        structures that must satisfy the minimum participation test of Code
        Section 401(a)(26).]

[ ]     (i) DEFINITION OF ELIGIBLE CONTRIBUTIONS. Subject to the requirements of
        Option (j), the term "eligible contributions" means: (Choose any
        combination of (1) through (3))

        [ ]     (1) Salary reduction contributions.

        [ ]     (2) Cash or deferred contributions (including any part of the
                Participant's proportionate share of the cash or deferred
                contribution which the Employer defers without the Participant's
                election).

        [ ]     (3) Participant mandatory contributions, as designated in
                Adoption Agreement Section 4.01. See Section 14.04 of the Plan.

[ ]     (j) AMOUNT OF ELIGIBLE CONTRIBUTIONS TAKEN INTO ACCOUNT. When
        determining a Participant's eligible contributions taken into account
        under the matching contributions formula(s), the following rules apply:
        (Choose any combination of (1) through (4))

        [ ]     (1) The Advisory Committee will take into account all eligible
                contributions credited for the Plan Year.

        [ ]     (2) The Advisory Committee will disregard eligible contributions
                exceeding _________.

        [ ]     (3) The Advisory Committee will treat as the first tier of
                eligible contributions, an amount not exceeding: _________

                The subsequent tiers of eligible contributions are: _________.

        [ ]     (4) (Specify) _________.

PART III. [OPTIONS (k) AND (l)]. SPECIAL RULES FOR CODE SECTION 401(k)
ARRANGEMENT. (Choose (k) or (l), or both, as applicable)

[X]     (k) SALARY REDUCTION AGREEMENTS. The following rules and restrictions
        apply to an Employee's salary reduction agreement: (Make a selection
        under (1), (2), (3) and (4))



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AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


        (1)     Limitation on amount. The Employee's salary reduction
                contributions: (Choose (a) or at least one of (b) or (c))

        [ ]     (a) No maximum limitation other than as provided in the Plan.

        [X]     (b) May not exceed 15% of Compensation for the Plan Year,
                subject to the annual additions limitation described in Part 2
                of Article III and the 402(g) limitation described in Section
                14.07 of the Plan.

        [ ]     (c) Based on percentages of Compensation must equal at
                least _________.

        (2) An Employee may revoke, on a prospective basis, a salary reduction
        agreement: (Choose (a), (b), (c) or (d))

        [ ]     (a) Once during any Plan Year but not later than _________ of
                the Plan Year.

        [ ]     (b) As of any Plan Entry Date.

        [ ]     (c) As of the first day of any month.

        [X]     (d) (Specify, but must be at least once per Plan Year) Daily.

        (3) An Employee who revokes his salary reduction agreement may file a
        new salary reduction agreement with an effective date: (Choose (a), (b),
        (c) or (d))

        [ ]     (a) No earlier than the first day of the next Plan Year.

        [ ]     (b) As of any subsequent Plan Entry Date.

        [ ]     (c) As of the first day of any month subsequent to the month in
                which he revoked an Agreement.

        [X]     (d) (Specify, but must be at least once per Plan Year following
                the Plan Year of revocation) Daily.

        (4) A Participant may increase or may decrease, on a prospective basis,
        his salary reduction percentage or dollar amount: (Choose (a), (b), (c)
        or (d))

        [ ]     (a) As of the beginning of each payroll period.

        [ ]     (b) As of the first day of each month.

        [ ]     (c) As of any Plan Entry Date.

        [X]     (d) (Specify, but must permit an increase or a decrease at least
                once per Plan Year) Daily.

[ ]     (l) CASH OR DEFERRED CONTRIBUTIONS. For each Plan Year for which the
        Employer makes a designated cash or deferred contribution, a Participant
        may elect to receive directly in cash not more than the following
        portion (or, if less, the 402(g) limitation described in Section 14.07
        of the Plan) of his proportionate share of that cash or deferred
        contribution: (Choose (1) or (2))

        [ ]     (1) All or any portion.

        [ ]     (2) ____%.



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                    AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


        3.04 CONTRIBUTION ALLOCATION. The Advisory Committee will allocate
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions in accordance with Section 14.06 and
the elections under this Adoption Agreement Section 3.04.

PART I. [OPTIONS (a) THROUGH (d)]. SPECIAL ACCOUNTING ELECTIONS. (Choose
whichever elections are applicable to the Employer's Plan)

[ ]     (a) MATCHING CONTRIBUTIONS ACCOUNT. The Advisory Committee will allocate
        matching contributions to a Participant's: (Choose (1) or (2); (3) is
        available only in addition to (1))

        [ ]     (1) Regular Matching Contributions Account.

        [ ]     (2) Qualified Matching Contributions Account.

        [ ]     (3) Except, matching contributions under Option(s) _________ of
                Adoption Agreement Section 3.01 are allocable to the Qualified
                Matching Contributions Account.

[X]     (b) SPECIAL ALLOCATION DATES FOR SALARY REDUCTION CONTRIBUTIONS. The
        Advisory Committee will allocate salary reduction contributions as of
        the Accounting Date and as of the following additional allocation dates:
        As received by the Trustee.

[ ]     (c) SPECIAL ALLOCATION DATES FOR MATCHING CONTRIBUTIONS. The Advisory
        Committee will allocate matching contributions as of the Accounting Date
        and as of the following additional allocation dates: _________.

[X]     (d) DESIGNATED QUALIFIED NONELECTIVE CONTRIBUTIONS - DEFINITION OF
        PARTICIPANT. For purposes of allocating the designated qualified
        nonelective contribution, "Participant" means: (Choose (1) or (2))

        [ ]     (1) All Participants.

        [X]     (2) Participants who are Nonhighly Compensated Employees for the
                Plan Year.

        [ ]     (3) (Specify) _________.

PART II. METHOD OF ALLOCATION - NONELECTIVE CONTRIBUTION. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee will
allocate and credit each annual nonelective contribution (and Participant
forfeitures treated as nonelective contributions) to the Employer Contributions
Account of each Participant who satisfies the conditions of Section 3.06, in
accordance with the allocation method selected under this Section 3.04. If the
Employer elects Option (e)(2), Option (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants, "Compensation" does not include any
exclusions elected under Adoption Agreement Section 1.12 (other than the
exclusion of elective contributions), and the Advisory Committee must take into
account the Participant's Compensation for the entire Plan Year. (Choose an
allocation method under (e), (f), (g) or (h); (i) is mandatory if the Employer
elects (f), (g) or (h); (j) is optional in addition to any other election.)

[ ]     (e) NONINTEGRATED ALLOCATION FORMULA. (Choose (1) or (2))

        [ ]     (1) The Advisory Committee will allocate the annual nonelective
                contributions in the same ratio that each Participant's
                Compensation for the Plan Year bears to the total Compensation
                of all Participants for the Plan Year.

        [ ]     (2) The Advisory Committee will allocate the annual nonelective
                contributions in the same ratio that each Participant's
                Compensation for the Plan Year bears to the total Compensation
                of all Participants for the Plan Year. For purposes of this
                Option (2), "Participant" means, in addition to a Participant
                who satisfies the requirements of Section 3.06 for the Plan
                Year, any other Participant entitled to a top heavy minimum
                allocation under Section 3.04(B), but such Participant's
                allocation will not exceed 3% of his Compensation for the Plan
                Year.



                                       11
<PAGE>   12

AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


[ ]     (f) TWO-TIERED INTEGRATED ALLOCATION FORMULA - MAXIMUM DISPARITY. First,
        the Advisory Committee will allocate the annual Employer nonelective
        contributions in the same ratio that each Participant's Compensation
        plus Excess Compensation for the Plan Year bears to the total
        Compensation plus Excess Compensation of all Participants for the Plan
        Year. The allocation under this paragraph, as a percentage of each
        Participant's Compensation plus Excess Compensation, must not exceed the
        applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum
        Disparity Table following Option (i).

        The Advisory Committee then will allocate any remaining nonelective
        contributions in the same ratio that each Participant's Compensation for
        the Plan Year bears to the total Compensation of all Participants for
        the Plan Year.

[ ]     (g) THREE-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory
        Committee will allocate the annual Employer nonelective contributions in
        the same ratio that each Participant's Compensation for the Plan Year
        bears to the total Compensation of all Participants for the Plan Year.
        The allocation under this paragraph, as a percentage of each
        Participant's Compensation may not exceed the applicable percentage
        (5.7%, 5.4% or 4.3%) listed under the Maximum Disparity Table following
        Option (i). Solely for purposes of the allocation in this first
        paragraph, "Participant" means, in addition to a Participant who
        satisfies the requirements of Section 3.06 for the Plan Year. (Choose
        (1) or (2))

        [ ]     (1) No other Participant.

        [ ]     (2) Any other Participant entitled to a top heavy minimum
                allocation under Section 3.04(B), but such Participant's
                allocation under this Option (g) will not exceed 3% of his
                Compensation for the Plan Year.

        As a second tier allocation, the Advisory Committee will allocate the
        nonelective contributions in the same ratio that each Participant's
        Excess Compensation for the Plan Year bears to the total Excess
        Compensation of all Participants for the Plan Year. The allocation under
        this paragraph, as a percentage of each Participant's Excess
        Compensation, may not exceed the allocation percentage in the first
        paragraph.

        Finally, the Advisory Committee will allocate any remaining nonelective
        contributions in the same ratio that each Participant's Compensation for
        the Plan Year bears to the total Compensation of all Participants for
        the Plan Year.

[ ]     (h) FOUR-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory
        Committee will allocate the annual Employer nonelective contributions in
        the same ratio that each Participant's Compensation for the Plan Year
        bears to the total Compensation of all Participants for the Plan Year,
        but not exceeding 3% of each Participant's Compensation. Solely for
        purposes of this first tier allocation, a "Participant" means, in
        addition to any Participant who satisfies the requirements of Section
        3.06 for the Plan Year, any other Participant entitled to a top heavy
        minimum allocation under Section 3.04(B) of the Plan.

        As a second tier allocation, the Advisory Committee will allocate the
        nonelective contributions in the same ratio that each Participant's
        Excess Compensation for the Plan Year bears to the total Excess
        Compensation of all Participants for the Plan Year, but not exceeding 3%
        of each Participant's Excess Compensation.

        As a third tier allocation, the Advisory Committee will allocate the
        annual Employer contributions in the same ratio that each Participant's
        Compensation plus Excess Compensation for the Plan Year bears to the
        total Compensation plus Excess Compensation of all Participants for the
        Plan Year. The allocation under this paragraph, as a percentage of each
        Participant's Compensation plus Excess Compensation, must not exceed the
        applicable percentage (2.7%, 2.4% or 1.3%) listed under the Maximum
        Disparity Table following Option (i).

        The Advisory Committee then will allocate any remaining nonelective
        contributions in the same ratio that each Participant's Compensation for
        the Plan Year bears to the total Compensation of all Participants for
        the Plan Year.



                                       12
<PAGE>   13

                    AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


[ ]     (i) EXCESS COMPENSATION. For purposes of Option (f), (g) or (h), "Excess
        Compensation" means Compensation in excess of the following Integration
        Level: (Choose (1) or (2))

        [ ]     (1) ____% (not exceeding 100%) of the taxable wage base, as
                determined under Section 230 of the Social Security Act, in
                effect on the first day of the Plan Year: (Choose any
                combination of (a) and (b) or choose (c))

                [ ]     (a) Rounded to _____ (but not exceeding the taxable wage
                        base).

                [ ]     (b) But not greater than $_________.

                [ ]     (c) Without any further adjustment or limitation.

        [ ]     (2) $_________ [Note: Not exceeding the taxable wage base for
                the Plan Year in which this Adoption Agreement first is
                effective.]

MAXIMUM DISPARITY TABLE. For purposes of Options (f), (g) and (h), the
applicable percentage is:

<TABLE>
<CAPTION>
           Integration Level (as              Applicable Percentages for    Applicable Percentages
      percentage of taxable wage base)         Option (f) or Option (g)         for Option (h)
      --------------------------------        --------------------------    ----------------------
<S>                                           <C>                           <C>
100%                                                     5.7%                        2.7%
More than 80% but less than 100%                         5.4%                        2.4%
More than 20% (but not less than $10,001)
and not more than 80%                                    4.3%                        1.3%
20% (or $10,000, if greater) or less                     5.7%                        2.7%
</TABLE>

[ ]     (j) ALLOCATION OFFSET. The Advisory Committee will reduce a
        Participant's allocation otherwise made under Part II of this Section
        3.04 by the Participant's allocation under the following qualified
        plan(s) maintained by the Employer: _________.

        The Advisory Committee will determine this allocation reduction: (Choose
        (1) or (2))

        [ ]     (1) By treating the term "nonelective contribution" as including
                all amounts paid or accrued by the Employer during the Plan Year
                to the qualified plan(s) referenced under this Option (j). If a
                Participant under this Plan also participates in that other
                plan, the Advisory Committee will treat the amount the Employer
                contributes for or during a Plan Year on behalf of a particular
                Participant under such other plan as an amount allocated under
                this Plan to that Participant's Account for that Plan Year. The
                Advisory Committee will make the computation of allocation
                required under the immediately preceding sentence before making
                any allocation of nonelective contributions under this Section
                3.04.

        [ ]     (2) In accordance with the formula provided in an addendum to
                this Adoption Agreement, numbered 3.04(j).

        TOP HEAVY MINIMUM ALLOCATION - METHOD OF COMPLIANCE. If a Participant's
        allocation under this Section 3.04 is less than the top heavy minimum
        allocation to which he is entitled under Section 3.04(B): (Choose (k) or
        (l))

[X]     (k) The Employer will make any necessary additional contribution to the
        Participant's Account, as described in Section 3.04(B)(7)(a) of the
        Plan.

[ ]     (l) The Employer will satisfy the top heavy minimum allocation under the
        following plan(s) it maintains: _________. However, the Employer will
        make any necessary additional contribution to satisfy the top heavy
        minimum



                                       13
<PAGE>   14

AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


        allocation for an Employee covered only under this Plan and not under
        the other plan(s) designated in this Option (l). See Section
        3.04(B)(7)(b) of the Plan.

If the Employer maintains another plan, the Employer may provide in an addendum
to this Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code Section 416.

RELATED EMPLOYERS. If two or more related employers (as defined in Section 1.30)
contribute to this Plan, the Advisory Committee must allocate all Employer
nonelective contributions (and forfeitures treated as nonelective contributions)
to each Participant in the Plan, in accordance with the elections in this
Adoption Agreement Section 3.04: (Choose (m) or (n))

[ ]     (m) Without regard to which contributing related group member employs
        the Participant.

[ ]     (n) Only to the Participants directly employed by the contributing
        Employer. If a Participant receives Compensation from more than one
        contributing Employer, the Advisory Committee will determine the
        allocations under this Adoption Agreement Section 3.04 by prorating
        among the participating Employers the Participant's Compensation and, if
        applicable, the Participant's Integration Level under Option (i).

        3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation
required under Sections 5.04 or 9.14, the Advisory Committee will allocate a
Participant forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c)
and (d) are optional in addition to (a) or (b))

[ ]     (a) As an Employer nonelective contribution for the Plan Year in which
        the forfeiture occurs, as if the Participant forfeiture were an
        additional nonelective contribution for that Plan Year.

[ ]     (b) To reduce the Employer matching contributions and nonelective
        contributions for the Plan Year: (Choose (1) or (2))

        [ ]     (1) in which the forfeiture occurs.

        [ ]     (2) immediately following the Plan Year in which the forfeiture
                occurs.

[ ]     (c) To the extent attributable to matching contributions: (Choose (1),
        (2) or (3))

        [ ]     (1) In the manner elected under Options (a) or (b).

        [ ]     (2) First to reduce Employer matching contributions for the Plan
                Year: (Choose (a) or (b))

                [ ]     (a) in which the forfeiture occurs,

                [ ]     (b) immediately following the Plan Year in which the
                        forfeiture occurs, then as elected in Options (a) or
                        (b).

        [ ]     (3) As a discretionary matching contribution for the Plan Year
                in which the forfeiture occurs, in lieu of the manner elected
                under Options (a) or (b).

[ ]     (d) First to reduce the Plan's ordinary and necessary administrative
        expenses for the Plan Year and then will allocate any remaining
        forfeitures in the manner described in Options (a), (b) or (c),
        whichever applies. If the Employer elects Option (c), the forfeitures
        used to reduce Plan expenses: (Choose (1) or (2))

        [ ]     (1) relate proportionately to forfeitures described in Option
                (c) and to forfeitures described in Options (a) or (b).

        [ ]     (2) relate first to forfeitures described in Option _________.



                                       14
<PAGE>   15

                    AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


ALLOCATION OF FORFEITED EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee
will allocate any forfeited excess aggregate contributions (as described in
Section 14.09): (Choose (e), (f) or (g))

[ ]     (e) To reduce Employer matching contributions for the Plan Year: (Choose
        (1) or (2))

        [ ]     (1) in which the forfeiture occurs.

        [ ]     (2) immediately following the Plan Year in which the forfeiture
                occurs.

[ ]     (f) As Employer discretionary matching contributions for the Plan Year
        in which forfeited, except the Advisory Committee will not allocate
        these forfeitures to the Highly Compensated Employees who incurred the
        forfeitures.

[ ]     (g) In accordance with Options (a) through (d), whichever applies,
        except the Advisory Committee will not allocate these forfeitures under
        Option (a) or under Option (c)(3) to the Highly Compensated Employees
        who incurred the forfeitures.

        3.06 ACCRUAL OF BENEFIT.

COMPENSATION TAKEN INTO ACCOUNT. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation of
any cash or deferred contribution, designated qualified nonelective contribution
by taking into account: (Choose (a) or (b))

[X]     (a) The Employee's Compensation for the entire Plan Year.

[ ]     (b) The Employee's Compensation for the portion of the Plan Year in
        which the Employee actually is a Participant in the Plan.

ACCRUAL REQUIREMENTS. Subject to the suspension of accrual requirements of
Section 3.06(E) of the Plan, to receive an allocation of cash or deferred
contributions, matching contributions, designated qualified nonelective
contributions, nonelective contributions and Participant forfeitures, if any,
for the Plan Year, a Participant must satisfy the conditions described in the
following elections: (Choose (c), or at least one of (d) through (f))

[ ]     (c) SAFE HARBOR RULE. If the Participant is employed by the Employer on
        the last day of the Plan Year, the Participant must complete at least
        one Hour of Service for that Plan Year. If the Participant is not
        employed by the Employer on the last day of the Plan Year, the
        Participant must complete at least 501 Hours of Service during the Plan
        Year.

[ ]     (d) HOURS OF SERVICE CONDITION. The Participant must complete the
        following minimum number of Hours of Service during the Plan Year:
        (Choose at least one of (1) through (5))

        [ ]     (1) 1,000 Hours of Service.

        [ ]     (2) (Specify, but the number of Hours of Service may not exceed
                1,000) _________.

        [ ]     (3) No Hour of Service requirement if the Participant terminates
                employment during the Plan Year on account of: (Choose (a), (b)
                or (c))

                [ ]     (a) Death.

                [ ]     (b) Disability.

                [ ]     (c) Attainment of Normal Retirement Age in the current
                        Plan Year or in a prior Plan Year.



                                       15
<PAGE>   16

AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


        [ ]     (4) __ Hours of Service (not exceeding 1,000) if the Participant
                terminates employment with the Employer during the Plan Year,
                subject to any election in Option (3).

        [ ]     (5) No Hour of Service requirement for an allocation of the
                following contributions: ___.

[ ]     (e) EMPLOYMENT CONDITION. The Participant must be employed by the
        Employer on the last day of the Plan Year, irrespective of whether he
        satisfies any Hours of Service condition under Option (d), with the
        following exceptions: (Choose (1) or at least one of (2) through (5))

        [ ]     (1) No exceptions.

        [ ]     (2) Termination of employment because of death.

        [ ]     (3) Termination of employment because of disability.

        [ ]     (4) Termination of employment following attainment of Normal
                Retirement Age.

        [ ]     (5) No employment condition for the following contributions:
                ____________.

[ ]     (f) (Specify other conditions, if applicable): _______________.

SUSPENSION ACCRUAL REQUIREMENTS. The suspension of accrual requirements of
Section 3.06(E) of the Plan: (Choose (g),(h) or (i))

[X]     (g) Applies to the Employer's Plan.

[ ]     (h) Does not apply to the Employer's Plan.

[ ]     (i) Applies in modified form to the Employer's Plan, as described in an
        addendum to this Adoption Agreement, numbered Section 3.06(E).

SPECIAL ACCRUAL REQUIREMENTS FOR MATCHING CONTRIBUTIONS. If the Plan allocates
matching contributions on two or more allocation dates for a Plan Year, the
Advisory Committee, unless otherwise specified in Option (l), will apply any
Hours of Service condition by dividing the required Hours of Service on a
prorata basis to the allocation periods included in that Plan Year. Furthermore,
a Participant who satisfies the conditions described in this Adoption Agreement
Section 3.06 will receive an allocation of matching contributions (and
forfeitures treated as matching contributions) only if the Participant satisfies
the following additional condition(s): (Choose (j) or at least one of (k) or
(l))

[ ]     (j) No additional conditions.

[ ]     (k) The Participant is not a Highly Compensated Employee for the Plan
        Year. This Option (k) applies to: (Choose (1) or (2))

        [ ]     (1) All matching contributions.

        [ ]     (2) Matching contributions described in Option(s) _____ of
                Adoption Agreement Section 3.01.

[ ]     (l) (Specify) _______________.



                                       16
<PAGE>   17

                    AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


        3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15
apply, the Excess Amount attributed to this Plan equals: (Choose (a), (b) or
(c))

[X]     (a) The product of:

                (1) the total Excess Amount allocated as of such date (including
                any amount which the Advisory Committee would have allocated but
                for the limitations of Code Section 415), times

                (2) the ratio of (1) the amount allocated to the Participant as
                of such date under this Plan divided by (2) the total amount
                allocated as of such date under all qualified defined
                contribution plans (determined without regard to the limitations
                of Code Section 415).

[ ]     (b) The total Excess Amount.

[ ]     (c) None of the Excess Amount.

        3.18 DEFINED BENEFIT PLAN LIMITATION.

APPLICATION OF LIMITATION. The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))

[X]     (a) Does not apply to the Employer's Plan because the Employer does not
        maintain and never has maintained a defined benefit plan covering any
        Participant in this Plan.

[ ]     (b) Applies to the Employer's Plan. To the extent necessary to satisfy
        the limitation under Section 3.18, the Employer will reduce: (Choose (1)
        or (2))

        [ ]     (1) The Participant's projected annual benefit under the defined
                benefit plan under which the Participant participates.

        [ ]     (2) Its contribution or allocation on behalf of the Participant
                to the defined contribution plan under which the Participant
                participates and then, if necessary, the Participant's projected
                annual benefit under the defined benefit plan under which the
                Participant participates.

[Note: If the Employer selects (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]

COORDINATION WITH TOP HEAVY MINIMUM ALLOCATION. The Advisory Committee will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications: (Choose (c) or at least one of (d) or (e))

[ ]     (c) No modifications.

[ ]     (d) For Non-Key Employees participating only in this Plan, the top heavy
        minimum allocation is the minimum allocation described in Section
        3.04(B) determined by substituting ___% (not less than 4%) for "3%,"
        except: (Choose (1) or (2))

        [ ]     (1) No exceptions.

        [ ]     (2) Plan Years in which the top heavy ratio exceeds 90%.

[ ]     (e) For Non-Key Employees also participating in the defined benefit
        plan, the top heavy minimum is: (Choose (1) or (2))

        [ ]     (1) 5% of Compensation (as determined under Section 3.04(B) of
                the Plan) irrespective of the contribution rate of any Key
                Employee, except: (Choose (i) or (ii))



                                       17
<PAGE>   18

AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


                [ ]     (a) No exceptions.

                [ ]     (b) Substituting "7 1/2%" for "5%" if the top heavy
                        ratio does not exceed 90%.

        [ ]     (2) 0%. [Note: The Employer may not select this Option (2)
                unless the defined benefit plan satisfies the top heavy minimum
                benefit requirements of Code Section 416 for these Non-Key
                Employees.]

ACTUARIAL ASSUMPTIONS FOR TOP HEAVY CALCULATION. To determine the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions to value accrued benefits under a defined benefit plan: ___________.

If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3.18, or the top heavy requirements under Code Section
416, the Employer must provide the appropriate provisions in an addendum to this
Adoption Agreement.

                                   ARTICLE IV

                            PARTICIPANT CONTRIBUTIONS

        4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (Choose (a) or
(b); (c) is available only with (b))

[X]     (a) Does not permit Participant nondeductible contributions.

[ ]     (b) Permits Participant nondeductible contributions, pursuant to Section
        14.04 of the Plan.

[ ]     (c) The following portion of the Participant's nondeductible
        contributions for the Plan Year are mandatory contributions under Option
        (i)(3) of Adoption Agreement Section 3.01: (Choose (1) or (2))

        [ ]     (1) The amount which is not less than: _____________.

        [ ]     (2) The amount which is not greater than: _____________.

ALLOCATION DATES. The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date and the following
additional allocation dates: (Choose (d) or (e))

[ ]     (d) No other allocation dates.

[ ]     (e) (Specify) _____________.

As of an allocation date, the Advisory Committee will credit all nondeductible
contributions made for the relevant allocation period. Unless otherwise
specified in (e), a nondeductible contribution relates to an allocation period
only if actually made to the Trust no later than 30 days after that allocation
period ends.

        4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Mandatory Contributions Account, if any, prior to his Separation
from Service: (Choose (a) or at least one of (b) through (d))

[ ]     (a) No distribution options prior to Separation from Service.

[ ]     (b) The same distribution options applicable to the Deferral
        Contributions Account prior to the Participant's Separation from
        Service, as elected in Adoption Agreement Section 6.03.

[ ]     (c) Until he retires, the Participant has a continuing election to
        receive all or any portion of his Mandatory Contributions Account if:
        (Choose (1) or at least one of (2) through (4))

        [ ]     (1) No conditions.



                                       18
<PAGE>   19

                    AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


        [ ]     (2) The mandatory contributions have accumulated for at least
                _______ Plan Years since the Plan Year for which contributed.

        [ ]     (3) The Participant suspends making nondeductible contributions
                for a period of ___ months.

        [ ]     (4) (Specify) _______________.

[ ]     (d) (Specify) _______________.

                                    ARTICLE V

                  TERMINATION OF SERVICE - PARTICIPANT VESTING

        5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is: (Choose
(a) or (b))

[X]     (a) 65 [State age, but may not exceed age 65].

[ ]     (b) The later of the date the Participant attains ___ years of age or
        the ___ anniversary of the first day of the Plan Year in which the
        Participant commenced participation in the Plan. [The age selected may
        not exceed age 65 and the anniversary selected may not exceed the 5th.]

        5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under
Section 5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))

[ ]     (a) Does not apply.

[ ]     (b) Applies to death.

[ ]     (c) Applies to disability.

        5.03 VESTING SCHEDULE.

DEFERRAL CONTRIBUTIONS ACCOUNT/QUALIFIED MATCHING CONTRIBUTIONS
ACCOUNT/QUALIFIED NONELECTIVE CONTRIBUTIONS ACCOUNT/MANDATORY CONTRIBUTIONS
ACCOUNT. A Participant has a 100% Nonforfeitable interest at all times in his
Deferral Contributions Account, his Qualified Matching Contributions Account,
his Qualified Nonelective Contributions Account and in his Mandatory
Contributions Account.

REGULAR MATCHING CONTRIBUTIONS ACCOUNT/EMPLOYER CONTRIBUTIONS ACCOUNT. With
respect to a Participant's Regular Matching Contributions Account and Employer
Contributions Account, the Employer elects the following vesting schedule:
(Choose (a) or (b); (c) and (d) are available only as additional options)

[ ]     (a) Immediate vesting. 100% Nonforfeitable at all times. [Note: The
        Employer must elect Option (a) if the eligibility conditions under
        Adoption Agreement Section 2.01(c) require 2 years of service or more
        than 12 months of employment.]

[ ]     (b) Graduated Vesting Schedules.



                                       19
<PAGE>   20

AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN

<TABLE>
<CAPTION>
                   TOP HEAVY SCHEDULE                                 NON TOP HEAVY SCHEDULE
                      (MANDATORY)                                          (OPTIONAL)
        -------------------------------------------               -------------------------------
         Years of                    Nonforfeitable                Years of        Nonforfeitable
          Service                      Percentage                   Service          Percentage
        -----------                  --------------               -----------      --------------
<S>                                  <C>                          <C>              <C>
        Less than 1                        __%                    Less than 1            __%
             1                             __%                         1                 __%
             2                             __%                         2                 __%
             3                             __%                         3                 __%
             4                             __%                         4                 __%
             5                             __%                         5                 __%
         6 or more                         __%                         6                 __%
                                                                   7 or more            100%
</TABLE>

[ ]     (c) Special vesting election for Regular Matching Contributions Account.
        In lieu of the election under Options (a) or (b), the Employer elects
        the following vesting schedule for a Participant's Regular Matching
        Contributions Account: (Choose (1) or (2))

        [ ]     (1) 100% Nonforfeitable at all times.

        [ ]     (2) In accordance with the vesting schedule described in the
                addendum to this Adoption Agreement, numbered 5.03(c). [Note: If
                the Employer elects this Option (c)(2), the addendum must
                designate the applicable vesting schedule(s) using the same
                format as used in Option (b).]

[Note: Under Options (b) and (c)(2), the Employer must complete a Top Heavy
Schedule which satisfies Code Section 416. The Employer, at its option, may
complete a Non Top Heavy Schedule. The Non Top Heavy Schedule must satisfy Code
Section 411(a)(2). Also see Section 7.05 of the Plan.]

[ ]     (d) The Top Heavy Schedule under Option (b) (and, if applicable, under
        Option (c)(2)) applies: (Choose (1) or (2))

        [ ]     (1) Only in a Plan Year for which the Plan is top heavy.

        [ ]     (2) In the Plan Year for which the Plan first is top heavy and
                then in all subsequent Plan Years. [Note: The Employer may not
                elect Option (d) unless it has completed a Non Top Heavy
                Schedule.]

MINIMUM VESTING. (Choose (e) or (f))

[X]     (e) The Plan does not apply a minimum vesting rule.

[ ]     (f) A Participant's Nonforfeitable Accrued Benefit will never be less
        than the lesser of $_________ or his entire Accrued Benefit, even if the
        application of a graduated vesting schedule under Options (b) or (c)
        would result in a smaller Nonforfeitable Accrued Benefit.

LIFE INSURANCE INVESTMENTS. The Participant's Accrued Benefit attributable to
insurance contracts purchased on his behalf under Article XI is: (Choose (g) or
(h))

[X]     (g) Subject to the vesting election under Options (a), (b) or (c).

[ ]     (h) 100% Nonforfeitable at all times, irrespective of the vesting
        election under Options (b) or (c)(2).



                                       20
<PAGE>   21

                    AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


        5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION
OF FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in Section
5.04(C) of the Plan: (Choose (a) or (b))

[X]     (a) Does not apply.

[ ]     (b) Will apply to determine the timing of forfeitures for 0% vested
        Participants. A Participant is not a 0% vested Participant if he has a
        Deferral Contributions Account.

        5.06 YEAR OF SERVICE - VESTING.

VESTING COMPUTATION PERIOD. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods: (Choose (a) or (b))

[X]     (a) Plan Years.

[ ]     (b) Employment Years. An Employment Year is the 12 consecutive month
        period measured from the Employee's Employment Commencement Date and
        each successive 12 consecutive month period measured from each
        anniversary of that Employment Commencement Date.

HOURS OF SERVICE. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (Choose (c) or (d))

[X]     (c) 1,000 Hours of Service.

[ ]     (d) Hours of Service. [Note: The Hours of Service requirement may not
        exceed 1,000.]

        5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
excludes the following Years of Service: (Choose (a) or at least one of (b)
through (e))

[X]     (a) None other than as specified in Section 5.08(a) of the Plan.

[ ]     (b) Any Year of Service before the Participant attained the age of ___.
        [Note: The age selected may not exceed age 18.]

[ ]     (c) Any Year of Service during the period the Employer did not maintain
        this Plan or a predecessor plan.

[ ]     (d) Any Year of Service before a Break in Service if the number of
        consecutive Breaks in Service equals or exceeds the greater of 5 or the
        aggregate number of the Years of Service prior to the Break. This
        exception applies only if the Participant is 0% vested in his Accrued
        Benefit derived from Employer contributions at the time he has a Break
        in Service. Furthermore, the aggregate number of Years of Service before
        a Break in Service do not include any Years of Service not required to
        be taken into account under this exception by reason of any prior Break
        in Service.

[ ]     (e) Any Year of Service earned prior to the effective date of ERISA if
        the Plan would have disregarded that Year of Service on account of an
        Employee's Separation from Service under a Plan provision in effect and
        adopted before January 1, 1974.



                                       21
<PAGE>   22

AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


                                   ARTICLE VI

                     TIME AND METHOD OF PAYMENTS OF BENEFITS

CODE SECTION 411(d)(6) PROTECTED BENEFITS. The elections under this Article VI
may not eliminate Code Section 411(d)(6) protected benefits. To the extent the
elections would eliminate a Code Section 411(d)(6) protected benefit, see
Section 13.02 of the Plan. Furthermore, if the elections liberalize the optional
forms of benefit under the Plan, the more liberal options apply on the later of
the adoption date or the Effective Date of this Adoption Agreement.

        6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

DISTRIBUTION DATE. A distribution date under the Plan means any day the New York
Stock Exchange and the Trustee are open and conducting business. [Note: The
Employer must specify the appropriate date(s). The specified distribution dates
primarily establish annuity starting dates and the notice and consent periods
prescribed by the Plan. The Plan allows the Trustee an administratively
practicable period of time to make the actual distribution relating to a
particular distribution date.]

NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $3,500. Subject to the limitations
of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c)
(d) or (e))

[ ]     (a) __ of the ____ Plan Year beginning after the Participant's
        Separation from Service.

[X]     (b) The first administratively feasible distribution date following the
        Participant's Separation from Service.

[ ]     (c) __ of the Plan Year after the Participant incurs __ Break(s) in
        Service (as defined in Article V).

[ ]     (d) __ following the Participant's attainment of Normal Retirement Age,
        but not earlier than days following his Separation from Service.

[ ]     (e) (Specify) ________________.

NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $3,500. See the elections under Section
6.03.

DISABILITY. The distribution date, subject to Section 6.01(A)(3), is: (Choose
(f), (g) or (h))

[ ]     (f) ___ after the Participant terminates employment because of
        disability.

[X]     (g) The same as if the Participant had terminated employment without
        disability.

[ ]     (h) (Specify) ________________.

HARDSHIP. (Choose (i) or (j))

[X]     (i) The Plan does not permit a hardship distribution to a Participant
        who has separated from Service.

[ ]     (j) The Plan permits a hardship distribution to a Participant who has
        separated from Service in accordance with the hardship distribution
        policy stated in: (Choose (1), (2) or (3))

        [ ]     (1) Section 6.01(A)(4) of the Plan.

        [ ]     (2) Section 14.11 of the Plan.

        [ ]     (3) The addendum to this Adoption Agreement, numbered Section
                6.01.



                                       22
<PAGE>   23

                    AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


DEFAULT ON A LOAN. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (k), (l) or (m))

[X]     (k) Treats the default as a distributable event. The Trustee, at the
        time of the default, will reduce the Participant's Nonforfeitable
        Accrued Benefit by the lesser of the amount in default (plus accrued
        interest) or the Plan's security interest in that Nonforfeitable Accrued
        Benefit. To the extent the loan is attributable to the Participant's
        Deferral Contributions Account, Qualified Matching Contributions Account
        or Qualified Nonelective Contributions Account, the Trustee will not
        reduce the Participant's Nonforfeitable Accrued Benefit unless the
        Participant has separated from Service or unless the Participant has
        attained age 59 1/2.

[ ]     (l) Does not treat the default as a distributable event. When an
        otherwise distributable event first occurs pursuant to Section 6.01 or
        Section 6.03 of the Plan, the Trustee will reduce the Participant's
        Nonforfeitable Accrued Benefit by the lesser of the amount in default
        (plus accrued interest) or the Plan's security interest in that
        Nonforfeitable Accrued Benefit.

[ ]     (m) (Specify) ________________.

        6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will
apply Section 6.02 of the Plan with the following modifications: (Choose (a) or
at least one of (b), (c), (d) and (e))

[ ]     (a) No modifications.

[ ]     (b) Except as required under Section 6.01 of the Plan, a lump sum
        distribution is not available: ___.

[X]     (c) An installment distribution: (Choose (1) or at least one of (2) or
        (3))

        [X]     (1) Is not available under the Plan.

        [ ]     (2) May not exceed the lesser of ___ years or the maximum period
                permitted under Section 6.02.

        [ ]     (3) (Specify) ________________.

[ ]     (d) The Plan permits the following annuity options: ________________.

        Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See Section
6.04(E). [Note: The Employer may specify additional annuity options in an
addendum to this Adoption Agreement, numbered 6.02(d).]

[ ]     (e) If the Plan invests in qualifying Employer securities, as described
        in Section 10.03(F), a Participant eligible to elect distribution under
        Section 6.03 may elect to receive that distribution in Employer
        securities only in accordance with the provisions of the addendum to
        this Adoption Agreement, numbered 6.02(e).

        6.03 BENEFIT PAYMENT ELECTIONS.

PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may elect
to commence distribution of his Nonforfeitable Accrued Benefit: (Choose at least
one of (a) through (c))

[ ]     (a) As of any distribution date, but not earlier than ___ of the ____
        Plan Year beginning after the Participant's Separation from Service.

[X]     (b) As of the following date(s): (Choose at least one of Options (1)
        through (6))

        [ ]     (1) Any distribution date after the close of the Plan Year in
                which the Participant attains Normal Retirement Age.



                                       23
<PAGE>   24

AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


        [X]     (2) Any distribution date following his Separation from Service
                with the Employer.

        [ ]     (3) Any distribution date in the ____ Plan Year(s) beginning
                after his Separation from Service.

        [ ]     (4) Any distribution date in the Plan Year after the Participant
                incurs ____ Break(s) in Service (as defined in Article V).

        [ ]     (5) Any distribution date following attainment of age ___ and
                completion of at least ___ Years of Service (as defined in
                Article V).

        [ ]     (6) (Specify) _______________________.

[ ]     (c) (Specify) ___________________________.

        The distribution events described in the election(s) made under Options
(a), (b) or (c) apply equally to all Accounts maintained for the Participant
unless otherwise specified in Option (c).

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE - REGULAR MATCHING
CONTRIBUTIONS ACCOUNT AND EMPLOYER CONTRIBUTIONS ACCOUNT. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer Contributions
Account prior to his Separation from Service. (Choose (d) or at least one of (e)
through (h))

[ ]     (d) No distribution options prior to Separation from Service.

[ ]     (e) Attainment of Specified Age. Until he retires, the Participant has a
        continuing election to receive all or any portion of his Nonforfeitable
        interest in these Accounts after he attains: (Choose (1) or (2))

        [ ]     (1) Normal Retirement Age.

        [ ]     (2) __ years of age and is at least __% vested in these
                Accounts. [Note: If the percentage is less than 100%, see the
                special vesting formula in Section 5.03.]

[ ]     (f) After a Participant has participated in the Plan for a period of not
        less than __ years and he is 100% vested in these Accounts, until he
        retires, the Participant has a continuing election to receive all or any
        portion of the Accounts. [Note: The number in the blank space may not be
        less than 5.]

[ ]     (g) Hardship. A Participant may elect a hardship distribution prior to
        his Separation from Service in accordance with the hardship distribution
        policy: (Choose (1), (2) or (3); (4) is available only as an additional
        option)

        [ ]     (1) Under Section 6.01(A)(4) of the Plan.

        [ ]     (2) Under Section 14.11 of the Plan.

        [ ]     (3) Provided in the addendum to this Adoption Agreement,
                numbered Section 6.03.

        [ ]     (4) In no event may a Participant receive a hardship
                distribution before he is at least __% vested in these Accounts.
                [Note: If the percentage in the blank is less than 100%, see the
                special vesting formula in Section 5.03.]

[ ]     (h) (Specify) ___________________________.

[Note: The Employer may use an addendum, numbered 6.03, to provide additional
language authorized by Options (b)(6), (c), (g)(3) or (h) of this Adoption
Agreement Section 6.03.]



                                       24
<PAGE>   25

                    AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE - DEFERRAL CONTRIBUTIONS
ACCOUNT, QUALIFIED MATCHING CONTRIBUTIONS ACCOUNT AND QUALIFIED NONELECTIVE
CONTRIBUTIONS ACCOUNT. Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's Deferral Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service. (Choose (i) or at least one of (j)
through (l))

[ ]     (i) No distribution options prior to Separation from Service.

[X]     (j) Until he retires, the Participant has a continuing election to
        receive all or any portion of these Accounts after he attains: (Choose
        (1) or (2))

        [ ]     (1) The later of Normal Retirement Age or age 59 1/2.

        [X]     (2) Age 59 1/2 (at least 59 1/2).

[ ]     (k) Hardship. A Participant, prior to this Separation from Service, may
        elect a hardship distribution from his Deferral Contributions Account in
        accordance with the hardship distribution policy under Section 14.11 of
        the Plan.

[ ]     (l) (Specify) ________. [Note: Option (l) may not permit in service
        distributions prior to age 59 1/2 (other than hardship) and may not
        modify the hardship policy described in Section 14.11.]

SALE OF TRADE OR BUSINESS/SUBSIDIARY. If the Employer sells substantially all of
the assets (within the meaning of Code Section 409(d)(2)) used in a trade or
business or sells a subsidiary (within the meaning of Code Section 409(d)(3)), a
Participant who continues employment with the acquiring corporation is eligible
for distribution from his Deferral Contributions Account, Qualified Matching
Contributions Account and Qualified Nonelective Contributions Account: (Choose
(m) or (n))

[ ]     (m) Only as described in this Adoption Agreement Section 6.03 for
        distributions prior to Separation from Service.

[X]     (n) As if he has a Separation from Service. After March 31, 1988, a
        distribution authorized solely by reason of this Option (n) must
        constitute a lump sum distribution, determined in a manner consistent
        with Code Section 401(k)(10) and the applicable Treasury regulations.

        6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The
annuity distribution requirements of Section 6.04: (Choose (a) or (b))

[X]     (a) Apply only to a Participant described in Section 6.04(E) of the Plan
        (relating to the profit sharing exception to the joint and survivor
        requirements).

[ ]     (b) Apply to all Participants.

                                   ARTICLE IX

       ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

        9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other
than a distribution from a segregated Account and other than a corrective
distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the Plan)
occurs more than 90 days after the most recent valuation date, the distribution
will include interest at: (Choose (a), (b) or (c))

[X]     (a) 0% per annum. [Note: The percentage may equal 0%.]

[ ]     (b) The 90 day Treasury bill rate in effect at the beginning of the
        current valuation period.



                                       25
<PAGE>   26

AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


[ ]     (c) (Specify) ___________.

        9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant to
Section 14.12, to determine the allocation of net income, gain or loss:
(Complete only those items, if any, which are applicable to the Employer's Plan)

[X]     (a) For salary reduction contributions, the Advisory Committee will:
        (Choose (1), (2), (3), (4) or (5))

        [X]     (1) Apply Section 9.11 without modification.

        [ ]     (2) Use the segregated account approach described in Section
                14.12.

        [ ]     (3) Use the weighted average method described in Section 14.12,
                based on a  ______ weighting period.

        [ ]     (4) Treat as part of the relevant Account at the beginning of
                the valuation period __% of the salary reduction contributions:
                (Choose (a) or (b))

                [ ]     (a) made during that valuation period.

                [ ]     (b) made by the following specified time: ________.

        [ ]     (5) Apply the allocation method described in the addendum to
                this Adoption Agreement numbered 9.11(a).

[ ]     (b) For matching contributions, the Advisory Committee will: (Choose
        (1), (2) (3) or (4))

        [ ]     (1) Apply Section 9.11 without modification.

        [ ]     (2) Use the weighted average method described in Section 14.12,
                based on a ______ weighting period.

        [ ]     (3) Treat as part of the relevant Account at the beginning of
                the valuation period __% of the matching contributions allocated
                during the valuation period.

        [ ]     (4) Apply the allocation method described in the addendum to
                this Adoption Agreement numbered 9.11(b).

[ ]     (c) For Participant nondeductible contributions, the Advisory Committee
        will: (Choose (1), (2), (3) or (4))

        [ ]     (1) Apply Section 9.11 without modification.

        [ ]     (2) Use the segregated account approach described in Section
                14.12.

        [ ]     (3) Use the weighted average method described in Section 14.12,
                based on a ______ weighting period.

        [ ]     (4) Treat as part of the relevant Account at the beginning of
                the valuation period __% of the Participant nondeductible
                contributions: (Choose (a) or (b))

                [ ]     (a) made during that valuation period.

                [ ]     (b) made by the following specified time: ______.

        [ ]     (5) Apply the allocation method described in the addendum to
                this Adoption Agreement numbered 9.11(c).



                                       26
<PAGE>   27

                    AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


                                    ARTICLE X

                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

        10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan, the
aggregate investments in qualifying Employer securities and in qualifying
Employer real property: (Choose (a) or (b))

[ ]     (a) May not exceed 10% of Plan assets.

[X]     (b) May not exceed 100% of Plan assets. [Note: The percentage may not
        exceed 100%.]

        10.14 VALUATION OF TRUST. In addition to each Accounting Date, the
Trustee must value the Trust Fund on the following valuation date(s): (Choose
(a) or (b))

[ ]     (a) No other mandatory valuation dates.

[X]     (b) (Specify) every day the New York Stock Exchange and the Trustee are
        open and conducting business.



                                       27
<PAGE>   28

AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


                             EFFECTIVE DATE ADDENDUM
                              (RESTATED PLANS ONLY)

        The Employer must complete this addendum only if the restated Effective
Date specified in Adoption Agreement Section 1.18 is different than the restated
effective date for at least one of the provisions listed in this addendum. In
lieu of the restated Effective Date in Adoption Agreement Section 1.18, the
following special effective dates apply: (Choose whichever elections apply)

[ ]     (a) COMPENSATION DEFINITION. The Compensation definition of Section 1.12
        (other than the $200,000 limitation) is effective for Plan Years
        beginning after __. [Note: May not be effective later than the first day
        of the first Plan Year beginning after the Employer executes this
        Adoption Agreement to restate the Plan for the Tax Reform Act of 1986,
        if applicable.]

[ ]     (b) ELIGIBILITY CONDITIONS. The eligibility conditions specified in
        Adoption Agreement Section 2.01 are effective for Plan Years beginning
        after __.

[ ]     (c) SUSPENSION OF YEARS OF SERVICE. The suspension of Years of Service
        rule elected under Adoption Agreement Section 2.03 is effective for Plan
        Years beginning after __.

[ ]     (d) CONTRIBUTION/ALLOCATION FORMULA. The contribution formula elected
        under Adoption Agreement Section 3.01 and the method of allocation
        elected under Adoption Agreement Section 3.04 is effective for Plan
        Years beginning after __.

[ ]     (e) ACCRUAL REQUIREMENTS. The accrual requirements of Section 3.06 are
        effective for Plan Years beginning after __.

[ ]     (f) EMPLOYMENT CONDITION. The employment condition of Section 3.06 is
        effective for Plan Years beginning after __.

[ ]     (g) ELIMINATION OF NET PROFITS. The requirement for the Employer not to
        have net profits to contribute to this Plan is effective for Plan Years
        beginning after __. [Note: The date specified may not be earlier than
        December 31, 1985.]

[ ]     (h) VESTING SCHEDULE. The vesting schedule elected under Adoption
        Agreement Section 5.03 is effective for Plan Years beginning after __.

[ ]     (i) ALLOCATION OF EARNINGS. The special allocation provisions elected
        under Adoption Agreement Section 9.11 are effective for Plan Years
        beginning after __.

[ ]     (j) (Specify) __.

        For Plan Years prior to the special Effective Date, the terms of the
Plan prior to its restatement under this Adoption Agreement will control for
purposes of the designated provisions. A special Effective Date may not result
in the delay of a Plan provision beyond the permissible Effective Date under any
applicable law requirements.



                                       28
<PAGE>   29

                    AMERICAN NATIONAL FINANCIAL, INC. 401(K) PROFIT SHARING PLAN


                                 EXECUTION PAGE

        The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized
officers, has executed this Adoption Agreement, and the Trustee (and Custodian,
if applicable) signified its acceptance, on this _______________ day
of_______________,_________




                                            Name and EIN of Employer:
                                            American National Financial, Inc.
                                            33-0731548

                                            Signed:
                                                   -----------------------------

                                            Name(s) of Trustee:
                                            Wells Fargo Bank, N.A.

                                            Signed:
                                                   -----------------------------


PLAN NUMBER. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 001.

USE OF ADOPTION AGREEMENT. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Master Plan Sponsor's recordkeeping purposes and does not necessarily
correspond to the plan number the Employer designated in the prior paragraph.

MASTER PLAN SPONSOR. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of any amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: 4365 Executive Drive, Suite 1700, San Diego, CA 92121-2130
(858) 622-6701.

RELIANCE ON OPINION LETTER. The Employer may not rely on the Master Plan
Sponsor's opinion letter covering this Adoption Agreement. For reliance on the
Plan's qualification, the Employer must obtain a determination letter from the
applicable IRS Key District office.



                                       29