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                                                                     EXHIBIT 9.1

                      FIRST COMMUNITY CAPITAL CORPORATION

                     VOTING AND STOCK RESTRICTION AGREEMENT
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                           (As Amended and Restated)


     THIS VOTING AND STOCK RESTRICTION AGREEMENT ("Agreement") is by and among
those persons whose names appear on the signature pages hereof under the
designation "Stockholders" (individually referred to as a "Stockholder" and
collectively referred to as "Stockholders") and Linn C. Eignus, Robert A.
Ferstl, Louis F. Goza, Nigel J. Harrison, Thomas R. Johnson, Kenneth A. Love,
Richard L. Wagoner and Charles L. Whynot as voting representatives ("Voting
Representatives"), with respect to certain shares of the capital stock, $0.01
par value, of First Community Capital Corporation ("Company").

     1.   Introduction.  Each Stockholder at present owns or holds, legally or
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beneficially, directly or indirectly, of record or otherwise, the number of
issued and outstanding shares of capital stock of the Company specified beside
his respective name on the signature pages of this Agreement. It is the intent
and purpose of the Stockholders to join in this Agreement to make more effective
their participation in the election of directors of the Company and in the
resolution of issues submitted to a vote of all stockholders of the Company, and
to attempt to secure continuity and stability of policy and management of the
Company, and, to these ends, to unite the voting power of the capital stock
subject to this Agreement and to vest such voting power in the Voting
Representatives as hereinafter provided.

     All shares of capital stock of the Company owned or held, legally or
beneficially, directly or indirectly, of record or otherwise, by each
Stockholder and set forth beside his respective name on the signature pages of
this Agreement shall be collectively referred to in this Agreement as the
"Stock."  Any additional shares of capital stock of the Company or other voting
securities of the Company or any successor or resulting entity, including a bank
holding company owning shares of the Company, which may be owned, held or
acquired in any manner, legally or beneficially, directly or indirectly, of
record or otherwise, by any Stockholder at any time during the term of this
Agreement, including, without limitation, capital or voting securities acquired
by purchase, gift, devise or incident to any stock split, stock dividend,
increase in capitalization, recapitalization, merger, consolidation or other
reorganization or like transaction, shall be included within the term "Stock" as
used herein and shall be subject to this Agreement.

     2.   Consideration.  In order to accomplish the purposes set forth in
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Paragraph 1 and in consideration of the mutual covenants and agreements
contained in this Agreement and for other good and valuable considerations, the
receipt and sufficiency of which are hereby acknowledged by each Stockholder,
the Stockholders and Voting Representatives make this Agreement.

     3.   Joint Action.  During the term of this Agreement, all shares of the
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Stock shall be voted as a unit on all matters as to which the Stockholders shall
be entitled to vote, pursuant to the following terms and conditions:
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          3.1. Rights of Voting Representatives.  Each Stockholder by execution
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of this Agreement irrevocably names, constitutes and appoints Linn C. Eignus,
Robert A. Ferstl, Louis F. Goza, Nigel J. Harrison, Thomas R. Johnson, Kenneth
A. Love, Richard L. Wagoner and Charles L. Whynot, or any of them, and their
respective successor(s) or assign(s), the true and lawful attorneys, agents,
proxies and Voting Representatives of the undersigned, each with full power of
substitution, to vote all shares of Stock owned or held by such Stockholder
subject to this Agreement at any and all regular and special meetings of
stockholders of the Company whenever and wherever held during the term of this
Agreement, or at any adjournment thereof, hereby ratifying and confirming all
that the said attorneys, agents, proxies and Voting Representatives might do.
The proxies hereby granted are irrevocable and coupled with an interest.  Each
Stockholder hereby terminates, revokes and rescinds any and all proxies, rights,
agreements or arrangements, written or verbal, previously entered into or given
with respect to any shares of Stock owned or held by such Stockholder subject to
this Agreement and relating to any such rights hereby vested in the Voting
Representatives.

          The Voting Representatives shall have the right to vote the Stock at
any meeting or on any issue with respect to which the Stockholders would
otherwise have the right to vote the Stock, including, without limitation,
proposals (i) to dissolve and/or liquidate the Company, (ii) to amend its
Articles of Association or Bylaws, or (iii) to sell all or a major portion of
its assets, or to merge or consolidate the Company.  Each Stockholder by
execution of this Agreement expressly authorizes the Voting Representatives to
call special meetings of stockholders of the Company for any purpose or purposes
which the Voting Representatives shall in their sole discretion deem necessary
and appropriate.  In voting the Stock, either in person or by their collective
nominee or proxy, the Voting Representatives shall exercise their best judgment
to select suitable directors for the Company, and shall otherwise take such
action with respect to the management of the Company's affairs as they may deem
necessary and in the best interests of the Company.

          The Stock shall be voted, and the actions required of the Voting
Representatives by the terms of this Agreement shall be taken, in a manner
determined by the concurrence of at least two-thirds of the Voting
Representatives, who upon such concurrence shall have the authority to exercise
all the rights and powers granted hereunder, which concurrence and exercise may
be in person, by telephone, by written consent or by proxy, which written
consent or proxy shall include telegraphic communications.  In the event of a
failure of the Voting Representatives to agree on the manner of voting the
Stock, the Stock shall be voted in accordance with the desires of the holders of
a majority of such Stock as determined at a meeting called for that purpose upon
10 days prior written notice.  If the proxy granted pursuant to Paragraph 3.1
hereof is determined to be invalid for any reason, each Stockholder agrees to
vote his Stock on any proposals submitted to a vote of stockholders in the same
manner as at least two-thirds of the Voting Representatives vote their Stock
with respect to such proposals or as otherwise directed by the Voting
Representatives.

          3.2. Liability of Voting Representatives.  No Voting Representative
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shall be personally or otherwise liable with respect to any action taken or
omitted to be taken under this Agreement, provided such commission or omission
does not amount to willful misconduct on his part.  The Stockholders agree,
jointly and severally, to indemnify and hold the Voting Representatives and
their successors or assigns harmless from any liability or cost resulting from
any

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action or failure to act by the Voting Representatives pursuant to this
Agreement, provided such action or failure to act does not amount to willful
misconduct.

          3.3. Resignation, Removal, Incapacity and Replacement of Voting
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Representatives.   Any Voting Representative may at any time resign by mailing
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to each other Voting Representative and each party to this Agreement a written
resignation effective upon the date stated therein.  If any vacancy in the
position of Voting Representative shall occur by death, incapacity or
resignation, the position shall be filled by the person then or theretofore
designated in writing by the Voting Representative vacating such position.  If a
successor Voting Representative has not been so named within 10 days from the
date such Voting Representative ceases to serve, then a successor shall be named
by the written consent of a majority of the remaining Voting Representatives.
If the remaining Voting Representatives shall fail to name a successor Voting
Representative within thirty (30) days from the date such position is vacated, a
successor shall be named by the holders of at least 67% of the Stock, acting
either by written consent delivered to the Voting Representatives or at a
meeting convened for such purpose upon 10 days prior written notice.  The
holders of at least 67% of the Stock, acting either by written consent delivered
to the Voting Representatives or at a meeting convened for such purpose upon 10
days prior written notice, shall be entitled to remove one or more of the Voting
Representatives, with or without cause, and appoint a successor Voting
Representative to fill any vacant position.  Any successor Voting Representative
named in accordance with this Agreement shall have all the rights, powers,
privileges and authority granted to a Voting Representative under this Agreement
and any amendment hereof or supplement hereto.  Pending the selection of a
successor Voting Representative, the remaining Voting Representative(s) shall
have full power and authority to act pursuant to the terms of this Agreement.

          3.4. Compensation and Reimbursement of Expenses of Voting
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Representatives. The Voting Representatives shall serve hereunder without
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compensation.  The Voting Representatives shall have the right to incur and pay
such expenses and charges and to employ and pay such agents, attorneys or other
persons as they may deem necessary and proper for carrying out the terms of this
Agreement.  Such expenses or charges incurred by the Voting Representatives
shall be paid by the Stockholders pro rata according to their respective
ownership of the Stock within 10 days after receipt of written notice from the
Voting Representatives.  The Stockholders hereby authorize the Voting
Representatives (i) to direct the Company to pay to the Voting Representatives
all cash dividends respecting the Stock and (ii) to deduct from such dividends,
pro rata, any amounts due the Voting Representatives as reimbursement for
expenses incurred pursuant to this Agreement. Any portion of such cash dividends
remaining after the deduction of such expenses shall be distributed pro rata to
the respective Stockholders.  Dividends paid to the Voting Representatives
pursuant to this Paragraph 3.4 may not be used for any purpose other than for
the payment or reimbursement of expenses properly incurred by the Voting
Representatives in accordance with this Agreement.  Nothing contained in this
Agreement shall disqualify any Voting Representative from serving the Company as
an officer or director, or in any other capacity, or from receiving compensation
or reimbursement of expenses in any such capacity.

     4.   Addition and Release of Shares.  Stockholders of the Company not
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parties to this Agreement as of its effective date may join in this Agreement
and subject all of their stock of the Company, or any successor entity, to the
provisions hereof with the consent of a majority of the

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Voting Representatives then serving and by execution and delivery to the Voting
Representatives of a counterpart of this Agreement. Each such additional
Stockholder by his signature to a counterpart of this Agreement shall become
subject to all of the terms and conditions hereof as to the shares of stock of
the Company made subject hereto.

     In the event that any Stockholder (including any Voting Representative in
his capacity as a Stockholder) is at present a member of, or subsequently is
elected to, the Board of Directors of the Company and unencumbered qualifying
shares are required to serve in such capacity, if the Stockholder does not
otherwise hold such unencumbered qualifying shares, a sufficient number of
shares of Stock owned or held by such Stockholder shall, subject to the other
provisions of this Agreement, be automatically released from this Agreement for
the purpose of providing such Stockholder with the necessary qualifying shares
of capital stock of the Company.  At such time as any Stockholder for whose
benefit shares have been released herefrom shall cease to serve on such Board of
Directors requiring unencumbered qualifying shares, such released shares
(including all shares of capital stock of the Company and other securities of
the Company or any successor entity issued or exchanged with respect thereto)
shall, at the written option of such Stockholder, be made subject to this
Agreement and the certificates representing such shares shall be presented
forthwith to the Voting Representatives for affixation of the legend then
required by this Agreement or any amendment hereof.

     Notwithstanding anything contained in this Agreement to the contrary, at
all times during the term of this Agreement, a minimum of 50.1% of the issued
and outstanding voting capital stock of the Company shall be subject to this
Agreement.

     5.   Restrictions on Sale or Other Disposition of the Stock.  During the
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term of this Agreement, the sale, assignment, transfer or other disposition by a
Stockholder of any shares of Stock shall be subject to the terms and conditions
of Paragraphs 5, 6 and 7 of this Agreement.

          5.1. Permitted Transfers.  The transfer of title to or a beneficial
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interest in shares of Stock resulting from any of the following events shall be
permitted without compliance with the provisions of Paragraph 6 of this
Agreement.

               5.1.1.    A transfer to another Stockholder or the Company;

               5.1.2.    A transfer to the spouse of a Stockholder incident to
               divorce;

               5.1.3.    A transfer to legatees, heirs or trustees of a
               testamentary trust of a Stockholder as a result of the death
               of the Stockholder;

               5.1.4.    A transfer to a guardian of the estate of a Stockholder
               or to an executor or administrator of the estate of a deceased
               Stockholder incident to guardianship or probate proceedings
               involving the estate of the Stockholder;

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               5.1.5.    A transfer as a result of gift by a Stockholder to his
               spouse or any of his descendants or to a trustee of a trust for
               the primary benefit of such Stockholder, his spouse or any of his
               descendants;

               5.1.6.    A transfer to the shareholders of any corporate
               Stockholder as a dividend or incident to liquidation or
               dissolution of such corporate Stockholder;

               5.1.7.    A transfer to the partners of any partnership which is
               a Stockholder incident to any liquidation or distribution of such
               partnership;

               5.1.8.    A transfer by a corporate Stockholder to another
               corporation incident to merger or consolidation (or similar
               transaction) of such corporation or incident to a sale or
               transfer by the corporate Stockholder of all or substantially all
               of its assets to such other corporation;

               5.1.9.    A transfer as result of a gift of Stock as a charitable
               contribution; or

               5.1.10.   A transfer as a result of a sale pursuant to
               Paragraph 7 of this Agreement;

provided, however, that each and every person or entity acquiring any shares of
Stock incident to any permitted transfer specified in this Paragraph 5.1 (other
than Paragraph 5.1.10) shall and must take and hold the shares of Stock subject
to this Agreement and shall be deemed a "Stockholder" for the purposes of this
Agreement; provided further that if the Company is the transferee of such Stock,
the Company may cancel and retire such shares in its discretion.

          5.2. Pledges.  A Stockholder shall be permitted to pledge any shares
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of Stock owned or held subject to this Agreement to secure bona fide
indebtedness of the Stockholder, provided that the rights of the party secured
thereby are expressly made subject to the terms and provisions of this
Agreement.  Any sale or transfer of such shares incident to the pledge shall be
subject to this Agreement and any person or entity acquiring such shares of
Stock shall and must take and hold such shares subject to the terms and
conditions of this Agreement and shall be deemed a "Stockholder" for the
purposes of this Agreement.

          5.3. Expense Reimbursement.  If a Stockholder has not paid his pro
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rata share of any obligations pursuant to Paragraphs 3.2, 7.2 or 10.2 or any
expenses or charges pursuant to Paragraph 3.4 hereof, such Stockholder shall not
be entitled to transfer any Stock until such obligations, expenses and charges
are paid or arrangements satisfactory to the Voting Representatives, in their
sole discretion, are made for payment or satisfaction of such obligations,
expenses and charges.

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     6.   Right of First Refusal.
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          6.1. If a Stockholder shall at any time or times (i)  desire to sell
any of his Stock to a specified purchaser or (ii) receive a bona fide, non-
collusive offer from any person or entity for the purchase of any Stock owned or
held by the Stockholder, which offer the Stockholder desires to accept (not
including in either case transactions which are subject to Paragraph 7), such
Stockholder shall first offer in writing to sell such Stock to the Company at
the same price and upon the same terms and conditions at which the selling
Stockholder intends to sell the Stock.  If the consideration in the transaction
is not cash, the Company shall have the right to exercise its option to acquire
the Stock in accordance with the provisions of this Paragraph 6 by paying an
amount in cash equal to the fair market value of the consideration proposed to
be received by the selling Stockholder.  The Company shall have 30 days
following the giving of such notice within which to exercise, by written notice
to the selling Stockholder, its option to acquire all or any part of the Stock
proposed to be sold, and any such exercise shall be subject to compliance with
any then applicable laws and regulations.  Payment for such Stock shall be
delivered to the Voting Representatives within 15 days after the end of the
option period.

     If the Company fails to purchase all of the Stock offered for sale by the
selling Stockholder in accordance with the provisions of this Paragraph 6, the
selling Stockholder shall offer in writing to sell the remaining Stock to the
other Stockholders who are parties to this Agreement, pro rata in accordance
with the number of shares of Stock owned by the respective Stockholders
(excluding the Stock owned by the selling Stockholder and/or acquired by the
Company), and at the same price, and upon the same terms and conditions at which
the selling Stockholder intends to sell the Stock.  If the consideration in the
transaction is not cash, the purchasers may exercise their option by paying cash
equal to the fair market value of the proposed consideration.  The other
Stockholders shall have 30 days following the giving of such notice within which
to exercise their option to acquire their pro rata portion of the Stock proposed
to be sold.  All Stock not purchased at the end of such 30-day period may be
purchased by any Stockholder(s) for an additional period of 15 days; provided,
however, that if more than one Stockholder desires to purchase the remaining
Stock not purchased by the end of the 30-day period, each such Stockholder shall
be entitled to purchase his proportionate part of the remaining shares in the
same ratio which the number of shares of Stock then owned by the Stockholder
bears to the total number of shares of Stock then owned by all such Stockholders
desiring to purchase the remaining shares.  The other Stockholders must exercise
their option to acquire all (but not less than all) of the Stock offered by the
selling Stockholder.  Payment for such Stock must be delivered to the Voting
Representatives no later than 10 days after the end of such 15-day period, who
shall promptly deliver all payments to the selling Stockholder upon transfer of
the Stock.

     At the end of the option periods, if the Company and/or any or all of the
other Stockholders fail to consummate the purchase of all of the Stock offered
for sale by the selling Stockholder in accordance with the provisions of this
Paragraph 6, then none of the Stock shall be purchased by the Company or the
other Stockholders, and the selling Stockholder shall, for a period of 60 days,
be free to transfer or sell the Stock only to the originally specified purchaser
or the person from whom the original offer was received and only for the same
price and upon the same terms and conditions as were contained in such offer.
Any Stock not sold within such 60-day period must be re-offered to the Company
and the Stockholders in accordance with this Paragraph 6 in the event of any
subsequent proposed sale.

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          6.2. Any transferee of Stock hereunder shall take such Stock subject
to this Agreement, and by acceptance of the certificate(s) representing such
Stock, shall be bound by this Agreement to the same extent as if such transferee
were a party hereto and shall be deemed a "Stockholder" for the purposes of this
Agreement; provided, however, that if the Company is the purchaser of such
Stock, the Company may cancel and retire such shares in its discretion.

     7.   Sale of All or Part of the Stock Pursuant to a Bona Fide Offer.
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          7.1. If the Voting Representatives shall receive a bona fide offer
("Offer") from any person or entity, including, but not by way of limitation, a
Stockholder ("Offeror"), for the purchase for cash, promissory obligations or an
exchange of securities in a transaction not requiring a vote of all stockholders
of the Company (which term shall include any successor or resulting entity as
provided in Paragraph 1), or a combination thereof, of more than 50% of the
capital stock of the Company at the same price per share and on the same terms
and conditions, the Voting Representatives shall call a meeting ("Meeting") of
all Stockholders within 15 days for the purpose of determining whether to accept
the Offer on behalf of all the Stockholders.  A majority of shares of Stock then
subject to this Agreement, represented in person or by proxy, shall constitute a
quorum at the Meeting.  Attendance by a Stockholder at the Meeting, whether in
person or by proxy, shall constitute a waiver of any notice of the Meeting.  The
decision of the Stockholders owning at least a majority of the Stock then
subject to this Agreement shall be binding on all of the Stockholders.

     If the holders of a majority of the Stock determine to accept the Offer,
the Voting Representatives shall notify all the Stockholders of the decision,
specifying the price per share and the terms and conditions of sale ("Sale
Notice").  Each Stockholder shall (i) sell to the Offeror his respective shares
of Stock for the price per share and on the terms and conditions specified in
the Sale Notice or (ii) if a Stockholder does not desire to sell, at the sole
option of the Offeror, subject the shares of Stock owned or held by him to a new
voting agreement or other control device acceptable to the Offeror.  If less
than all the Stock subject to this Agreement is to be sold, each Stockholder
shall sell to the purchaser his proportionate part of the shares to be sold in
the same ratio which the number of shares of Stock owned by the Stockholder
bears to the total number of shares of Stock then subject to this Agreement.  If
the Stockholders determine not to accept an Offer, the Voting Representatives
shall, within 15 days of such determination, notify all Stockholders of such
determination.

          7.2. In connection with any sale pursuant to Paragraph 7.1 hereof,
each of the Stockholders hereby nominates, constitutes and appoints the Voting
Representatives, or any of them, his true and lawful agents and attorneys-in-
fact, for and on his behalf and in his name, place and stead (such agents and
attorneys being herein called the "Agents") to:  (i) deliver to the Offeror at
the closing of the sale transaction certificates evidencing the number of shares
of Stock to be transferred by each Stockholder to the Offeror; (ii) accept
delivery from the Offeror at the closing of cashier's or certified checks,
securities, promissory obligations or other consideration as payment for the
Stock transferred to the Offeror, apply any funds received to indebtedness of
the respective Stockholder which is secured by the Stock being transferred and
forward any excess funds or other consideration received to such Stockholder or
his designee; and (iii) do all things, and execute, deliver and

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complete all documents, necessary or proper, required, contemplated or deemed
advisable by the Agents, and generally to act for and in the name of the
Stockholders with respect to the transactions contemplated by this Paragraph 7,
as fully as could the Stockholders if then present and acting either personally
or by an authorized representative.

     Each of the Stockholders hereby agrees and acknowledges that he has granted
the power of attorney herein contained in order to further the objectives set
forth in this Agreement and to facilitate the closing of the transactions
contemplated by this Paragraph 7, and each Stockholder therefore agrees that the
power of attorney shall be deemed to be coupled with an interest, and further
agrees that he will not take or permit to occur any action which might in any
manner frustrate consummation of the transactions contemplated by this
Paragraph 7.  This power of attorney is not affected by subsequent disability or
incapacity of the principal.  Each of the Stockholders hereby ratifies and
confirms all that the Agents may do on behalf of such Stockholder pursuant to
this Paragraph 7 and agrees to indemnify and hold the Agents free and harmless
for any action taken in good faith hereunder on behalf of such Stockholder.

     The Voting Representatives, by their execution of this Agreement, hereby
accept their appointment as Agents as set forth in this Paragraph 7 and agree to
act in accordance therewith in the manner provided.

          7.3. If the Stockholders determine to reject the Offer in accordance
with the provisions of this Agreement, all of the Stock shall remain subject to
the terms and conditions of this Agreement.

     8.   Assignment of Subscription Rights.  If any Stockholder elects not to
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exercise his right to subscribe to purchase capital stock or other securities of
the Company which may be offered from time to time to all of the stockholders of
the Company for subscription, such non-subscribing Stockholder will give notice
of his intent not to exercise his subscription rights to the Voting
Representatives at least 10 days prior to the expiration of such subscription
rights.  The Voting Representatives will notify the Stockholders other than the
non-subscribing Stockholders of the number of subscription rights available.
Each such Stockholder shall have the right to subscribe for his pro rata portion
of the number of shares of capital stock or other securities available for
subscription by virtue of such subscription rights by notifying the Voting
Representatives in writing, within 5 days following the giving of notice by the
Voting Representatives, of his desire to subscribe for such shares of capital
stock or other securities, such written notice to be accompanied by the purchase
price of such securities in the form of a bank cashier's check.  Upon receipt of
such written notice and purchase money, the Voting Representatives shall deliver
the written subscription and purchase price to the Company, and direct the
Company to issue such securities in the name of, and to deliver such securities
to, the respective purchasing Stockholder.  To the extent the Stockholders do
not subscribe for their pro rata portion of the securities specified in the
notice, the Voting Representatives may purchase such remaining securities or
assign the subscription rights respecting such securities to any other person or
entity at his discretion.

     Each and every person or entity acquiring any shares of capital stock
having general voting powers by exercise of such subscription rights pursuant to
this Paragraph 8 shall be deemed a

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"Stockholder" for purposes of this Agreement and such shares shall be included
within the term "Stock" as used herein and shall be subject to this Agreement.

     9.   Deposit of Counterpart of Agreement.  A counterpart of this Agreement
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shall be deposited with the Company at its principal office and with any state
or federal regulatory authority with which counterparts of this Agreement are
required to be filed.

     10.  Legend on Certificates.
          -----------------------
          10.1.     Legend.  All certificates representing shares of Stock shall
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bear the following legend (with the blank appropriately completed):

          The shares represented by this certificate are subject to the
     provisions of a Voting and Stock Restriction Agreement dated as of June 29,
     1995 (Agreement), a counterpart of which has been deposited with the
     Company at its principal office.  The Company will furnish a copy of such
     Agreement to the holder of this certificate without charge upon written
     request to the Company at its principal office.  The Agreement vests the
     voting rights with respect to the shares represented by this certificate in
     the designated Voting Representatives and contains restrictions on the
     transfer of such shares.

          10.2.     Responsibility to Affix Legend.  Within 10 days after the
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execution of this Agreement, unless a later date is specified in writing by the
Voting Representatives, each Stockholder shall deliver to the Voting
Representatives, or such other person as may be designated in a written notice
to all Stockholders signed by any Voting Representative, all of the certificates
representing his respective shares of Stock.  The Voting Representatives or
their designee shall affix the legend conspicuously on each certificate and
promptly return the certificate(s) to the Stockholder. Certificates representing
subsequently acquired shares of Stock subject to this Agreement, within 10 days
after acquisition of the shares of Stock, shall be submitted in the same manner
for affixing the legend.  Each Stockholder shall make arrangements for
affixation of the legend to any certificates representing any such shares of
Stock which he does not have in his personal possession and therefore cannot
deliver pursuant to this Paragraph 10.2, and the Company is hereby authorized to
affix the legend to any such certificate presented to it for transfer or
reissuance.  Each Stockholder agrees to indemnify and hold the Voting
Representatives and their successors and assigns and each other Stockholder
harmless from any loss, damage or cost suffered by such persons as a result of
the failure of such Stockholder to deliver, or cause to be delivered,
certificates representing his Stock for legending in accordance with the
provisions of this Paragraph 10.2.  Certificates representing any shares of
Stock released pursuant to this Agreement must be presented to the Voting
Representatives or their designee for removal of the legend.

     11.  Term of Agreement.  The term of this Agreement is for a period of 10
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years, commencing on the effective date of this Agreement and terminating at the
expiration of 10 years from such date, but this Agreement (i) may be terminated
earlier by the written agreement of the Stockholders owning not less than 67% of
the Stock and (ii) shall terminate on the sale of all or part

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of the Stock pursuant to the provisions of Paragraph 7 or dissolution or
liquidation of the Company or any successor entity.

     This Agreement shall be automatically renewed for an additional period of
ten years unless the holders of 67% or more of the Stock give written notice to
the Voting Representatives that they desire not to continue the Agreement.  Such
notice must be given at least 90 days prior to the end of the initial ten year
term of this Agreement.

     12.  General.
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          12.1.     Notices.  Any notice pursuant to this Agreement shall be
                    --------
deemed given when received by the Voting Representatives or the Stockholder to
whom it is directed, or when deposited in the United States mail, certified,
return receipt requested, with postage prepaid, addressed to the Stockholder at
the address specified beside his name on the signature page of this Agreement or
to the Voting Representatives at the address of the principal office of the
Company.  An address may be changed by (i) any Stockholder by written notice
given to the Voting Representatives and (ii) the Voting Representatives by
written notice given to each Stockholder in the manner provided in this
Paragraph 12.1.

          12.2.     Effect of Agreement.  This Agreement shall be binding on and
                    --------------------
enforceable against each Stockholder, his heirs, administrators, executors,
legal representatives and assigns, and on all subsequent owners of any shares of
the Stock, who shall be deemed "Stockholders" within the meaning of and shall
hold such shares subject to this Agreement.  No other person(s) shall have or be
construed to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Agreement or any provision herein contained.

          12.3.     Separability.  If a court of competent jurisdiction shall
                    -------------
adjudge to be invalid any clause, sentence, subparagraph, paragraph or section
of this Agreement, such judgment or decree shall not affect, impair, invalidate
or nullify the remainder of this Agreement, but the effect thereof shall be
confined to the clause, sentence, subparagraph, paragraph or section so adjudged
to be invalid.

          12.4.     Amendment of Agreement.  This Agreement may be changed,
                    -----------------------
modified or amended by a written instrument signed by the holders of not less
than 67% of the Stock.  Any such amendment shall become effective as of the date
specified in the written instrument or if no date is specified, on the date the
Voting Representatives receive the written instrument containing the amendment
from the Stockholders.

          12.5.     Execution of Other Instruments.  Each Stockholder shall
                    -------------------------------
execute and deliver such other agreements and instruments as the Voting
Representatives from time to time may deem advisable or appropriate to
effectuate the intent and purpose of this Agreement, including, but not by way
of limitation, the execution and delivery of a supplemental or additional proxy
or proxies to vote all of the Stock subject to this Agreement, but the delivery
of such a proxy or proxies shall in no way affect the validity of the proxy
granted pursuant to Paragraph 3.1.

          12.6.     Miscellaneous.
                    --------------
                                       10
<PAGE>

               12.6.1.   Paragraph and Subparagraph Headings.  The paragraph and
                         ------------------------------------
     subparagraph headings in this Agreement are for reference purposes only and
     shall not affect in any way the meaning or interpretation of this
     Agreement.

               12.6.2.   Numbers and Gender.  When required by the context, each
                         -------------------
     number (singular and plural) shall include all numbers and each gender
     shall include all genders.

               12.6.3.   Choice of Law.  This Agreement shall be governed by and
                         --------------
     construed in accordance with the laws of the State of Texas and, to the
     extent applicable, federal law.

          12.7.     Regulatory Approvals.  The effectiveness of this Agreement
                    ---------------------
is subject to receipt of all necessary state and federal regulatory approvals
and authorizations and the expiration of any required waiting periods.

     THIS AGREEMENT is executed in multiple counterparts, any one or more of
which may contain the signature of any party hereto.  All of such counterparts
taken together shall constitute a complete executed original of this Agreement,
dated and effective as of June 29, 1995.

                                    VOTING REPRESENTATIVES


                                    /s/ Linn C. Eignus
                                    ------------------
                                    Linn C. Eignus

                                    /s/ Robert A. Ferstl
                                    --------------------
                                    Robert A. Ferstl

                                    /s/ Louis F. Goza
                                    -----------------
                                    Louis F. Goza

                                    /s/ Nigel J. Harrison
                                    ---------------------
                                    Nigel J. Harrison

                                    /s/ Thomas R. Johnson
                                    ---------------------
                                    Thomas R. Johnson

                                    /s/ Kenneth A. Love
                                    -------------------
                                    Kenneth A. Love

                                    /s/ Richard L. Wagoner
                                    ----------------------
                                    Richard L. Wagoner

                                       11
<PAGE>

                                    /s/ Charles L. Whynot
                                    ---------------------
                                    Charles L. Whynot


                                  STOCKHOLDERS
                                  ------------

                                                       Number of Shares of Stock
                                                            Subject to Agreement

______________________________                                     -------------
Signature of Stockholder

______________________________

______________________________
Please print name above

______________________________
Telephone Number(s)

______________________________
Address of Stockholder

______________________________
Social Security or I.R.S. Number


THE STATE OF TEXAS  (S)
                    (S)
COUNTY OF _________ (S)

     This instrument was acknowledged before me on the _____ day of
______________, 1995, by _________________________________.


                                    ____________________________

                                    Name:_______________________

                                    Notary Public in and for
                                    the State of Texas

                                    My Commission Expires: _______________

                                       12