<PAGE>

                                       
                                   FIRSTBANK

                       CONSIDERATIONS WITH RESPECT TO 
                           RETIREMENT BENEFITS FOR 
                        HIGHLY COMPENSATED EMPLOYEES

                         First Performance Builder

                     NONQUALIFIED 401(K) RABBI Trust


<PAGE>
                                       
                                 FUNDING ISSUES

        Technically, non-qualified plans cannot be funded (in the sense of 
irrevocable monies) without causing constructive receipt or other taxable 
events. While some clients have considered corporate owned life insurance and 
surety bonds as possible vehicles for "funding", we would suggest that in 
your situation a Rabbi Trust may have the greatest merit.

        A Rabbi Trust is a trust agreement which sets aside monies from a 
corporation into an individual trust. Upon the insolvency of a company, these 
monies are available to the general creditors just as any other assets of the 
corporation (this technical forfeiture eliminates constructive receipt to you 
even though money is being set aside). However, in the event that the 
organization changes, these monies MUST be used for the benefit of the 
participants for which they were established and cannot revert to the new 
owners.

        Accordingly, while a Rabbi Trust offers little protection in the event 
of insolvency (but this is not a risk to your Bank), it offers substantial 
protection to organizations that bear the risk of future sale. Enclosed for 
your reference is a recent IRS ruling on Rabbi trusts for your information.

<PAGE>
                                       
                                   FIRSTBANK
        RP-3

                           DESIGNATION OF BENEFICIARY

        In accordance with the provisions of the Retirement Plan, I hereby 
designate the beneficiary (or beneficiaries) set forth below to receive any 
benefits payable under the terms of the Retirement Plan in the event of my 
death at any time except after commencement of income payments which may be 
elected by me under an optional form of retirement income under the Plan, and 
I hereby revoke all previous designations of beneficiaries, if any, made by 
me under the Plan. This designation may be revoked by me at any time by duly 
filing with the Retirement Committee a new Designation of Beneficiary form 
furnished by such Committee in accordance with the provisions of the Plan 
governing changes of beneficiary.

Name of Beneficiary _______________________________ Relationship _______________
        (If more than one beneficiary is to be named use space below)


Or if no beneficiary is living:

Contingent Beneficiary (or beneficiaries)





If all designated beneficiaries and contingent beneficiaries predecease me, I 
agree that payment of any benefits shall be made in accordance with the 
provisions of the Plan.

--------------------------------------------------------------------------------
 (Signature of Witness)              (Date)           (Signature of Participant)

-------------------------------                 --------------------------------

Note:  If the participant resides in a Community Property State and there is 
       a possibility of an adverse interest or claim in the death benefits 
       because of community property law, the adverse party should also sign 
       this form to show his or her consent to the designation.

                        SUGGESTED BENEFICIARY DESIGNATIONS

1.  If a wife is to be named primary beneficiary and all children of a 
    marriage to said wife are to be named contingent beneficiaries, designate 
    them collectively, as follows:  "Anna May Smith, wife, (not Mrs. George 
    Smith) if living, otherwise the then surviving children, if any, born of 
    my marriage with said wife, in equal shares." (This designation will 
    include children born after the date of this form without the necessity of 
    changing the designation.)

2.  If two individuals are to be named, designate as follows: "Anna May 
    Smith, wife, and Dorothy Smith, daughter, in equal shares, or the 
    survivor."

3.  If three or more individuals are to be named, designate as follows: "Anna 
    May Smith, wife, Dorothy Smith Andrews, daughter, and William Smith, son, 
    in equal shares, or the survivors, or the survivor."

<PAGE>
                                       
                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
Section                                                                      Page
-------                                                                      ----
<S>                                                                          <C>
           - DEFINITIONS
  1.1      - Definitions. . . . . . . . . . . . . . . . . . . . . . .           1
  
           - PARTICIPATION
  2.1      - Eligibility for Initial Participation. . . . . . . . . .           6
  2.2      - Initial Participation. . . . . . . . . . . . . . . . . .           6
  2.3      - Leave of Absence and Termination of Service. . . . . . .           6
  2.4      - Reemployment . . . . . . . . . . . . . . . . . . . . . .           7
  2.5      - Participation and Benefits for Participant
               Transferred to or From Status as an Employee . . . . .           7
  
           - SALARY DEFERRAL CONTRIBUTIONS
  3.1      - Amount of Salary Deferral Contributions. . . . . . . . .           8
  3.2      - Initial Authorization for Salary Deferral 
               Contributions. . . . . . . . . . . . . . . . . . . . .          10
  3.3      - Right of Participant to Suspend or Change His 
               Rate of Salary Deferral Contributions. . . . . . . . .          11
  3.4      - Crediting and Depositing Salary Deferral
               Contributions. . . . . . . . . . . . . . . . . . . . .          11
  
           - EMPLOYER'S CONTRIBUTIONS
  4.1      - Amount of Employer's Contributions . . . . . . . . . . .          11
  
           - ADJUSTMENT OF ACCOUNTS
  5.1      - Adjustment of Accounts . . . . . . . . . . . . . . . . .          12
  
           - INDIVIDUAL ACCOUNTS
  6.1      - Establishing and Maintaining Participants'
               Accounts . . . . . . . . . . . . . . . . . . . . . . .          12
  
           - ACCOUNTING
  7.1      - Valuation of Accounts. . . . . . . . . . . . . . . . . .          13
  7.2      - Crediting of Salary Deferral Contributions . . . . . . .          13
  7.3      - Allocation and Crediting of Employer's
               Contributions and Amount Forfeited . . . . . . . . . .          14
  7.4      - Effective Date of Entries. . . . . . . . . . . . . . . .          14
  
           - DISTRIBUTIONS
  8.1      - Initial Distribution Date. . . . . . . . . . . . . . . .          14
  8.2      - Distribution and Forfeiture. . . . . . . . . . . . . . .          15
  8.3      - Method of Distribution . . . . . . . . . . . . . . . . .          17
  8.4      - Hardship Withdrawal While Still Employed . . . . . . . .          18
  
                                         -i-
<PAGE>

<CAPTION>
Section                                                                      Page
-------                                                                      ----
<S>                                                                          <C>
           - MISCELLANEOUS PROVISIONS REGARDING 
             PARTICIPANTS
  9.1      - Participants to furnish Required Information . . . . . .         19
  9.2      - Beneficiaries. . . . . . . . . . . . . . . . . . . . . .         20
  9.3      - Contingent Beneficiaries . . . . . . . . . . . . . . . .         21
  9.4      - Participants' Rights in Trust Fund . . . . . . . . . . .         22
  9.5      - Benefits Not Assignable. . . . . . . . . . . . . . . . .         22
  9.6      - Benefits Payable to Minors and Incompetents. . . . . . .         23
  9.7      - Conditions of Employment Not Affected by Plan. . . . . .         24
  9.8      - Notification of Mailing Address. . . . . . . . . . . . .         25
  9.9      - Written Communications Required. . . . . . . . . . . . .         26
  9.10     - Benefits Payable at Office of Trustee. . . . . . . . . .         26
  9.11     - Appeal to Committee. . . . . . . . . . . . . . . . . . .         26
  
           - MISCELLANEOUS PROVISIONS REGARDING
             THE EMPLOYER
  10.1     - Employer's Contribution Irrevocable. . . . . . . . . . .         29
  10.2     - Absence of Responsibility. . . . . . . . . . . . . . . .         29
  10.3     - Amendment of Plan. . . . . . . . . . . . . . . . . . . .         29
  10.4     - Termination of Plan. . . . . . . . . . . . . . . . . . .         30
  10.5     - Expenses of Administration . . . . . . . . . . . . . . .         31
  10.6     - Formal Action by Employer. . . . . . . . . . . . . . . .         31
  
           - ADMINISTRATION
  11.1     - Administration by Committee. . . . . . . . . . . . . . .         31
  11.2     - Officers and Employees of Committee. . . . . . . . . . .         31
  11.3     - Action by Committee. . . . . . . . . . . . . . . . . . .         32
  11.4     - Rules and Regulations of Committee . . . . . . . . . . .         33
  11.5     - Powers of Committee. . . . . . . . . . . . . . . . . . .         33
  11.6     - Duties of Committee. . . . . . . . . . . . . . . . . . .         35
  11.7     - Indemnification of Members of Committee. . . . . . . . .         36
  11.8     - Applicable Law . . . . . . . . . . . . . . . . . . . . .         36

           - TRUST FUND
  12.1     - Purpose of Trust Fund. . . . . . . . . . . . . . . . . .         37
  12.2     - Benefits Supported Only by Trust Fund. . . . . . . . . .         37
  12.3     - Payment of Benefits. . . . . . . . . . . . . . . . . . .         37
</TABLE>
                                     -ii-
<PAGE>
                                       
                           EXECUTIVE SAVINGS PLAN FOR
                    FIRSTBANK OR ACCESS ANYTIME BANCORP, INC.,
                             EFFECTIVE JUNE 1, 1998

     The following are the provisions of the Executive Savings Plan for 
FirstBank which is hereby adopted, effective as of June 1, 1998 in order to 
provide a means for a select highly compensated and management employee to 
defer a portion of his compensation and to encourage him to provide 
additional financial security for the future.

     In conjunction with the adoption of the Plan, a Trust Agreement, which 
shall be identified as the Executive Savings Trust for FirstBank, is being 
entered into by and between FirstBank and a Trustee appointed thereunder. 
Pursuant to the provisions of the Plan, the funds contributed hereunder shall 
be held in a Trust Fund, established, administered and maintained by the 
Trustee in accordance with the provisions of said Trust Agreement.
                                       

                                   SECTION 1
                                  DEFINITIONS

1.1 - DEFINITIONS

      (A) The following words and phrases shall have the meanings assigned 
below unless a different meaning is plainly required by the context:

<PAGE>
         (1)  "Account" shall mean the account established hereunder for 
bookkeeping purposes to reflect Salary Deferral Contributions, Employer 
Contributions and all adjustments thereto.

         (2)  "Accounting Date" shall mean each December 31 and such other 
date or dates as may be established by the Committee during the Plan Year to 
make the adjustments described in Section 7.1 hereof.

         (3)  "Amount Forfeited" shall mean that portion, if any, of the 
Participant's Account to which he is not entitled by reason of the provisions 
of Section 8.2(B) hereof.

         (4)  "Bank" shall mean FirstBank or Access Anytime BanCorp, Inc.,     
            , and its successor or successors.

         (5)  "Beneficiary" shall mean the person or persons on whose behalf 
benefits may be payable under the Plan after the Participant's death in 
accordance with the provisions hereof.

         (6)  "Code" shall mean the Internal Revenue Code of 1986, as 
hereafter amended from time to time.

         (7)  "Committee" shall mean the administrative committee, the 
members of which are appointed from time to time to administer the Plan 
pursuant to the provisions of Section 11.1 hereof.

         (8)  "Compensation" shall mean the base pay actually paid to the 
Employee by the Employer for services rendered,

                                      -2-

<PAGE>

inclusive of shift differential pay and incentive pay, but exclusive of 
bonuses and overtime pay, determined prior to reduction for amounts deferred 
under the Plan by the Employee through a Salary Reduction Agreement under 
this Plan and under the First Performance Builder.

         (9)  "Disability" shall exist if the Participant has been determined 
to be totally and permanently disabled under the First Performance Builder.

         (10) "Earnings Rate" shall mean the rate earned by the Trust Fund 
for the twelve (12) month period ending on each Accounting Date,

         (11) "Effective Date of the Plan" shall mean June 1, 1998

         (12) "Employee" shall mean Norman R. Corzine or Ken Huey, Jr.

         (13) "Employer" shall mean the Bank.

         (14) "Employer Contributions" shall mean the amounts contributed by 
the Employer to the Plan on behalf of the Participant, as more fully 
described in Section 4.1 hereof.

         (15) "First Performance Builder" shall mean the First Performance 
Builder, a Savings Plan for Employees of First Bank.

         (16) "Hardship" shall mean an immediate, catastrophic financial need 
of the Participant occasioned by a) a tragic


                                      -3-

<PAGE>

event, such as the death, disability, serious injury or illness of the 
Participant or a spouse, parent or dependent of the Participant, or b) an 
extreme financial reversal or other impending catastrophic event which has 
resulted in, or will result in, harm to the Participant, his spouse, his 
parents, or a dependent.

         (17) "Initial Distribution Date" shall mean the date which is 
established following the Participant's termination of service for any reason 
for distribution of the value in his individual accounts pursuant to Section 
8.1 hereof.

         (18) "Participant" shall mean Norman R. Corzine, Ken Huey,

         (19) "Plan" shall mean the Executive Savings Plan for FirstBank as 
adopted effective June 1, 1998 as set forth in this instrument and as it may 
hereafter be amended from time to time.

         (20) "Salary Deferral Contributions" shall mean the contributions 
made by the Employer on behalf of the Participant under a Salary Reduction 
Agreement pursuant to Section 3.1 hereof. "Matched Salary Deferral 
Contributions" shall mean Salary Deferral Contributions that are not in 
excess of 6% of the Participant's Compensation, reduced by the percentage of 
the Participant's Compensation contributed to the First Performance Builder 
for the applicable payroll period and eligible for a match thereunder. 
"Unmatched Salary Deferral Contributions" shall mean Salary Deferral 
Contributions that are in

                                      -4-

<PAGE>

excess of Matched Salary Deferrals for the applicable payroll period.

         (21) "Salary Reduction Agreement" means an agreement between the 
Participant and the Employer under which the Employer reduces the 
Participant's Compensation and the Employer contributes the amount of the 
reduction to the Plan on behalf of the Participant as a Salary Deferral 
Contribution.

         (22) "Trust" and "Trust Fund" shall mean the trust fund established 
pursuant to the terms of the Trust Agreement.

         (23) "Trust Agreement" shall mean the Executive Savings Trust for 
FirstBank, adopted effective as of June 1, 1998, as set forth in the 
agreement of that title to which the Plan is attached and as it may 
thereafter be amended from time to time.

         (24) "Trustee" shall mean the corporate trustee or trustees or the 
individual trustee or trustees, as the case may be, appointed from time to 
time pursuant to the provisions of the Trust Agreement to administer the 
Trust Fund maintained to pay benefits under the Plan.

    (B)  The terms "herein," "hereof," "hereunder" and similar terms refer to 
this document, including the Trust Agreement of which this document is a 
part, unless otherwise qualified by the context.


                                      -5-


<PAGE>

                                    SECTION 2
                                  PARTICIPATION

2.1 - ELIGIBILITY FOR INITIAL PARTICIPATION

    The Employee will be eligible to be a Participant in the Plan on the 
Effective Date of the Plan.

2.2 - INITIAL PARTICIPATION

    The Employee may elect to participate in the Plan as of the date on which 
he is first eligible by completing and filing a written application for 
participation in the Plan with the Committee in which he agrees to make the 
Salary Deferral Contributions as described in Section 3.1 hereof.  In the 
event that the Employee completes and files such application with the 
Committee on or prior to the date as of which he is first eligible to become 
an Active Participant in the Plan, he shall become an Active Participant in 
the Plan as of June 1, 1998. If the Employee does not become a Participant in 
the Plan as of the date on which he is first eligible, he may become an 
Active Participant in the Plan as of any subsequent January 1st by completing 
and filing such application for participation in the Plan with the Committee 
prior to such applicable date.

2.3 - LEAVE OF ABSENCE AND TERMINATION OF SERVICE

    Any absence from the active service of the Employer by reason of a leave 
of absence under the First Performance Builder will be considered a leave of 
absence for the purposes of the


                                      -6-

<PAGE>

Plan and will not terminate the Employee's service provided he returns to the 
active service of the Employer at or prior to the expiration of his leave or, 
if not specified therein, within the period of time which accords with the 
Employer's policy with respect to permitted absences.

2.4 - REEMPLOYMENT

    ELIGIBILITY TO PARTICIPATE FOLLOWING REEMPLOYMENT:  In the event that the 
Employee's service is terminated on or after the Effective Date of the Plan 
and he is subsequently reemployed by the Employer, he shall be eligible to 
become an Active Participant in this Plan when he is eligible to participate 
in the First Performance Builder. The Employee then may elect to participate 
as of the date he is first eligible following his date of eligibility under 
the First Performance Builder or as of any subsequent January 1 thereafter by 
completing and filing a written application for participation in the Plan 
with the Committee in which he agrees to make thereafter the Salary Deferral 
Contributions as described in Section 3.1 hereof.

2.5 - PARTICIPATION AND BENEFITS FOR PARTICIPANT TRANSFERRED TO OR FROM 
      STATUS AS AN EMPLOYEE

    In the event that the Participant is transferred to another employer 
which is a member of a controlled group of corporations or trades or 
businesses under Code Sections 414(b) or (c) or an affiliated service group 
under Code Section 414(m), he will no longer qualify as an Active Participant 
as defined


                                      -7-
<PAGE>

herein. His service shall not be considered to be interrupted or terminated 
by reason of any such transfer. A termination of service with the other such 
employer while not qualified as an employee of the Employer shall be treated 
in the same manner as a termination of service with the Employer. His Account 
shall be maintained on his behalf during the period that he is in the 
employment of the other such employer in the same manner as though the 
Participant were on an unpaid leave of absence granted by the Employer during 
such period and he shall not be eligible to make Salary Deferral 
Contributions for any period subsequent to his date of change in status and 
while he is not an employee of the Employer.


                                   SECTION 3
                         SALARY DEFERRAL CONTRIBUTIONS

3.1 - AMOUNT OF SALARY DEFERRAL CONTRIBUTIONS

    Subject to such rules of uniform application as the Committee may adopt, 
the Employee, in order to become and remain an Active Participant in the 
Plan, must elect to have the Employer make Salary Deferral Contributions 
through payroll deduction on his behalf which satisfies both (A) and (B) 
below.

    (A)  Such deduction shall be made pursuant to a Salary Reduction 
Agreement of any amount that is an integral percentage of his Compensation 
for the applicable payroll period and


                                     -8-
<PAGE>

is (i) not less than 1%, nor more than (ii) the remainder of 12% of the 
Participant's Compensation for the twelve month period beginning on January 
1, reduced by the percent of salary deferral completed for that Participant 
under the First Performance Builder. Salary Deferral Contributions that are 
not, when combined with salary deferral reductions elected by the Participant 
under the First Performance Builder as of the first day of the Plan Year, in 
excess of 6% of the Participant's Compensation for the applicable payroll 
period and are matched by Employer contributions, if any, for the Plan Year 
to the extent specified in Section 4.1 hereof are referred to herein as 
"Matched Salary Deferral Contributions". Salary Deferral Contributions that 
are, when combined with salary deferrals under the First Performance Builder, 
in excess of 6% of the Participant's Compensation for the applicable payroll 
period are referred to herein as "Unmatched Salary Deferral Contributions" 
and are not matched by the Employer's Contributions.

     (B)  No Participant's Salary Deferral Contribution hereunder may exceed 
the product of that Participant's Compensation times the Adjustment Factor. 
The Adjustment Factor shall be the Committee's projection, following 
consultation with such professional advisors as the Committee deems 
advisable, made at least one month prior to the beginning of the Plan Year, 
as to the anticipated reduction in the Participant's ability to make


                                     -9-
<PAGE>

salary reduction contributions to the First Performance Builder for the 
twelve month period beginning on the following January 1 due to:

          (1)  the reduction of the Participant's salary for purposes of the 
First Performance Builder to two hundred thousand dollars ($200,000), as 
adjusted, under Code Section 401(a)(17);

          (2)  the reduction of the defined contribution limitation in Code 
Section 415 to one-quarter of the defined benefit limitation;

          (3)  the restrictions of Code Section 401(m);

          (4)  the $7,000 cap in elective salary reduction deferrals, as 
adjusted; and

          (5)  the reduction in Code Section 401(k) of the factors in the 
actual deferral percentage test a) from 1.5 to 1.25 and (b) from 3 percentage 
points and a spread of 2.5 to 2 percentage points and a spread of 2.0.

     (C)  The Adjustment Factor under (B) above shall, for the Plan Year 
beginning June 1, 1998 and ending December 31, 1998, reflect the specified 
reductions for the First Performance Builder plan year beginning on January 
1, 1998.

3.2 - INITIAL AUTHORIZATION FOR SALARY DEFERRAL CONTRIBUTIONS

     All Salary Reduction Agreements shall be in writing and Salary Deferral 
Contributions made pursuant to such agreements shall be authorized in writing 
by the Participant and shall be filed with the Committee. Any such Salary 
Reduction Agreement


                                     -10-
<PAGE>

shall continue in effect for as long as the Participant remains an employee of 
the Employer or until he elects to suspend or change his rate of Salary 
Deferral Contributions to the Plan as provided in Section 3.3 below.

3.3 - RIGHT OF PARTICIPANT TO SUSPEND OR CHANGE HIS RATE OF SALARY DEFERRAL 
      CONTRIBUTIONS

   The Participant may change his rate of Salary Deferral Contributions, 
resume or discontinue Salary Deferral Contribution effective as of the next 
following January 1. Any such change of rate or suspension of Salary Deferral 
Contributions must be made by the Participant in writing filed with the 
Committee prior to such January 1.

3.4 - CREDITING AND DEPOSITING SALARY DEFERRAL CONTRIBUTIONS

   The Salary Deferral Contributions to the Plan shall be paid by the 
Employer to the Trustee as promptly as practicable after they are deducted from 
the Participant's Compensation and shall be credited to the Participant's 
Account as of the Accounting Date next following the date the contributions 
were deducted, in accordance with Section 7.2 hereof.

                                   SECTION 4
                            EMPLOYER CONTRIBUTIONS

4.1 - AMOUNT OF EMPLOYER CONTRIBUTIONS

   (A) Subject to the right reserved by the Employer to modify, amend or 
terminate the Plan, as provided in Sections 10.3 and 10.4 hereof, the 
Employer may make a contribution to the Plan each year in an amount equal to 
the total amount of 

                                     -11-
<PAGE>

Employer contributions resolved by the Board which the Committee directs be 
contributed to the Plan.

   (B) The Employer Contributions for the Plan Year shall be deemed to have 
been made on the last Accounting Date of the Plan Year and credited to the 
Participant's Account on that date, irrespective of when such contributions 
are actually turned over to the Trust Fund for such Plan Year.

                                    SECTION 5
                               ADJUSTMENT OF ACCOUNT

5.1 - ADJUSTMENT OF ACCOUNT

   The Participant's Account hereunder shall be adjusted annually at the 
Earnings Rate. The Employee agrees on behalf of himself and any beneficiary 
to assume all risks in connection with any adjustment hereunder.

                                    SECTION 6
                                INDIVIDUAL ACCOUNT

6.1 - ESTABLISHING AND MAINTAINING THE PARTICIPANT'S ACCOUNT

   (A) The Committee shall establish and maintain (or cause to be established
and maintained) for the Participant until his Initial Distribution Date, or 
until such later date as of which distribution of the amount credited to such 
account is made, an account, called the "Account." The Participant's Account 
will


                                     -12-
<PAGE>

reflect the amount credited to him as Salary Reduction Contributions and 
Employer Contributions, as adjusted.

   (B) The Account maintained shall be adjusted to the extent required by the 
provisions of the Plan. All entries on the Account shall be conclusive and 
binding upon all parties unless patently erroneous.

                                    SECTION 7
                                   ACCOUNTING

7.1 - VALUATION OF ACCOUNTS

   (A) As of each Accounting Date, beginning with the first such date 
following the Effective Date of the Plan, and as of such other interim date 
or dates as may be established by the Committee, in its sole discretion, for 
making the adjustments to accounts, the sum of the balances credited to the 
Participant's Account shall be debited by the amounts of any distributions, 
withdrawals or forfeitures made since the last preceding Accounting Date. 
Thereafter, the Committee shall credit the amounts of the Participant's 
Salary Deferral Contributions since the preceding Accounting Date, and adjust 
the Account by the Earning Rate pursuant to Section 5.1.

7.2 - CREDITING OF SALARY DEFERRAL CONTRIBUTIONS

   The Salary Deferral Contributions made on behalf of the Participant shall 
be credited to his Account as soon as practicable after they are deducted 
from his Compensation but in no event later than the next following 
Accounting Date.


                                     -13-
<PAGE>

7.3 - ALLOCATION AND CREDITING OF EMPLOYER'S CONTRIBUTIONS

   As of the last Accounting Date of each Plan Year, after making the debits 
or credits to the Participant's Account required by Section 7.1 above, the 
Employer's Contributions, if any, for the current Plan Year shall be 
allocated and credited to the Participant's Account.

7.4 - EFFECTIVE DATE OF ENTRIES

   Each adjustment provided for by Sections 7.1, 7.2 and 7.3, shall be 
considered as having been made on the date specified in such sections, 
regardless of the dates of actual entries or receipt by the Trustee of 
contributions for such year.

                                  SECTION 8
                                DISTRIBUTIONS

8.1 - INITIAL DISTRIBUTION DATE

   Upon the Participant's termination of service for any reason, his Initial 
Distribution Date shall be as of the Accounting Date coincident with or next 
following the date of termination of his service and distribution of his 
interest in his accounts shall be made, subject to the provisions of Section 
8.3(A) below, as soon after his Initial Distribution Date as is 
administratively practicable in accordance with the provisions of Section 8.3.

                                     -14-

<PAGE>

8.2 - DISTRIBUTION AND FORFEITURE

   (A) Subject to Section 8.2(B), as of the Participant's Distribution Date, 
he shall be entitled to 100% of the net credit balance in his Account, to be 
distributed in accordance with the provisions of Section 8.3.

   (B) Any rights the Participant or his Beneficiary has to his Account, 
including the payment of any unpaid installments, shall be forfeited to the 
extent that the Committee determines that the fraudulent or dishonest conduct 
of the Participant caused loss to the Employer.

   The Employer's loss, for purposes of this Section 8.2(B), shall include:

         (i)  the amount of any embezzlement or fraud, which embezzlement or 
      fraud need not be prosecuted in any court of law,

        (ii)  the amount of any attorney's fees expended by the Employer in 
      defending or prosecuting any claim or lawsuit related to the conduct in 
      (i), and

       (iii)  the Employer's determination of the fair market value of the 
      time spent by its employees in reviewing and adjusting bank records and 
      procedures and dealing with governmental authorities in connection with 
      the embezzlement or fraud.


                                     -15-
<PAGE>

   The interest, if any, in a Participant's Account to which he is not 
entitled because of the operation of this Section 8.2(B) shall be the Amount 
Forfeited. The Employer shall notify the Committee at any time when there are 
still amounts in the Participant's Account of the Employer's position that 
the provisions of this Section 8.2(B) may be applicable. In the event that 
the Employer notifies the Committee that the Employer believes provisions of 
Section 8.2(B) are applicable, or in the event that any other claim is 
presented to the Committee, the Committee shall review the evidence provided 
by the Employer and furnish the Participant, within 90 days after its receipt 
of such claim, written notification of the Employer's position, that the 
Committee is determining the applicability of this Section 8.2(B) and of the 
Plan's claim procedure.

   Within 90 days after receipt of a notice that the Committee is determining 
the applicability of Section 8.2(B), the claimant or his authorized 
representative may request, in writing, to appear before the Committee for a 
review of the applicability of this Section. In conducting its review, the 
Committee shall consider any written statement or other evidence presented by 
the Participant or his authorized representative in support of his position. 
The provisions of Section 9.11 shall apply to determinations under this 
Section.


                                     -16-
<PAGE>

     (C)  No assets held under the Trust shall be paid to the Employer except 
as provided in the Trust.

8.3 - METHOD OF DISTRIBUTION

     (A)  On the Participant's Salary Reduction Agreement, the Participant 
shall elect the form applicable to his distribution of Salary Deferral 
Contribution, Employer Contribution and adjustments thereon for that Plan 
Year. The Participant may elect any one of the following:  (i) single sum 
distribution upon severance from the Employer; (ii) monthly installments for a 
ten year period commencing upon severance from the Employer; (iii) single sum 
distribution deferred to date of actual retirement from the Employer, or (iv) 
monthly installments for a ten year period commencing upon the actual date of 
retirement from the Employer.

     (B)  In the event of the death of the Participant prior to the date on 
which distribution commenced under (A) above, the Participant's Beneficiary 
shall receive distribution of the Participant's Account in a single sum.

     (C)  In the event of the death of the Participant after commencement of 
payments under (A) above, any amounts remaining in the Participant's Account 
on the date of his death shall be


                                     -17-
<PAGE>

paid to his Beneficiary according to the payment schedule in effect on the 
date of the Participant's death.

8.4 - HARDSHIP WITHDRAWAL WHILE STILL EMPLOYED

     (a)  The Participant may, while still employed by the Employer, upon 
Hardship make a withdrawal of all or any part of his Account, subject to the 
following restrictions:

          (1)  The Participant must file a written application with the 
Committee prior to the date on which the withdrawal is to be made.

          (2)  All withdrawals shall be in the form of a single sum cash 
payment and the amounts withdrawn shall be debited from the Participant's 
Account as of the date the payment is made.

          (3)  Withdrawals may be made only in the event that the Participant 
furnishes satisfactory evidence to the Committee that the withdrawal is to 
alleviate his Hardship. The amount of the withdrawal may not exceed the 
amount required to meet the Hardship and shall be approved only if the 
Committee finds that the Hardship cannot be alleviated by other resources 
reasonably available to the Participant, including liquidation of investment 
assets, liquidation of luxury assets, loans from financial institutions or 
other sources.


                                     -18-
<PAGE>

          (4)  Withdrawals from the Participant's Account shall not exceed 
the Participant's Account as of the effective date of the withdrawal.

          (5)  Withdrawals from the Participant's Account for Hardship shall 
be on the basis of "first-in/first-out".

          (6)  The Committee shall establish such rules and give such 
directions to the Trustee as shall be appropriate to effectuate the 
withdrawal in accordance with the terms hereof.

     (B)  The Committee shall keep a record of the sum of all withdrawals 
from the Participant's Account for the purposes of determining his interest 
in his Account upon his subsequent termination of employment under Section 
8.2 hereof and such sum is herein referred to as the "total debits against 
the Participant's Account for prior withdrawals."


                                   SECTION 9
                MISCELLANEOUS PROVISIONS REGARDING PARTICIPANTS

9.1 - PARTICIPANT TO FURNISH REQUIRED INFORMATION

     (A)  The Participant and his Beneficiary will furnish to the Committee 
such information as the Committee considers necessary or desirable for 
purposes of administering the Plan, and the provisions of the Plan respecting 
any payments thereunder are conditional upon the Participant's or 
Beneficiary's furnishing promptly such true, full and complete information as 
the Committee may request.


                                     -19-
<PAGE>

     (B)   Any notice or information which, according to the terms of the 
Plan or the rules of the Committee, must be filed with the Committee, shall 
be deemed so filed at the time that it is actually received by the Committee.

     (C)   The Employer, the Committee, and any person or persons involved in 
the administration of the Plan shall be entitled to rely upon any 
certification, statement, or representation made or evidence furnished by the 
Participant or a Beneficiary with respect to any fact required to be 
determined under any of the provisions of the Plan, and shall not be liable 
on account of the payment of any monies or the doing of any act or failure to 
act in reliance thereon.  Any such certification, statement, representation, 
or evidence, upon being duly made or furnished, shall be conclusively binding 
upon the person furnishing same; but it shall not be binding upon the 
Employer, the Committee, or any other person or persons involved in the 
administration of the Plan, and nothing herein contained shall be construed 
to prevent any of such parties from contesting any such certification, 
statement, representation, or evidence or to relieve the Participant, or 
Beneficiary from the duty of submitting satisfactory proof of any such fact.

9.2 - BENEFICIARIES

     The Participant may, on a form provided for that purpose, signed and 
filed with the Committee, designate a Beneficiary to receive the benefit, if 
any, which may be payable under the Plan in the event of his death, and each 
designation may be


                                     -20-
<PAGE>

revoked by the Participant by signing and filing with the Committee a new 
designation of Beneficiary form.  If the deceased Participant had a spouse at 
the date of his death and he either failed to designate a Beneficiary in the 
manner above prescribed or if his designated Beneficiary predeceases him, he 
shall be deemed to have designated his spouse as his Beneficiary.  If the 
deceased Participant is survived by his spouse and he had designated a person 
other than his spouse as his Beneficiary and such spouse has not consented, 
in writing witnessed by a Plan representative or a notary public, to such 
other person being designated as the Beneficiary, the Participant shall be 
deemed to have revoked his prior designation and to have designated his 
spouse as his Beneficiary to receive the death benefit.  If the deceased 
Participant did not have a spouse at the date of his death and either failed 
to name a Beneficiary in the manner above prescribed or if his Beneficiary 
predeceases him, the death benefit, if any, which may be payable under the 
Plan with respect to the deceased Participant shall be paid to the estate of 
the deceased Participant.

     A Participant may designate one Beneficiary (or more) to receive upon 
the Participant's death any benefits then payable, and one other Beneficiary 
(or more) to receive any remaining benefits upon the death of the first 
Beneficiary.

9.3 - CONTINGENT BENEFICIARIES

     In the event that at the death of a Beneficiary who survives the 
Participant, there is a balance credited to the


                                     -21-
<PAGE>

Account of the Participant, the amount represented by such credit balance 
shall be payable to a person (or persons) designated by the Participant (in 
the manner provided in Section 9.2 above) to receive the remaining funds 
payable in the event of such contingency or, if no person was so named, then 
to a person designated by the Beneficiary (in the manner provided in Section 9.2
above) of the deceased Participant to receive the remaining death benefits, if 
any, payable in the event of such contingency; provided, however, that if no 
person so designated is living upon the occurrence of such contingency, then 
the remaining funds shall be payable to the estate of such deceased 
Beneficiary.

9.4 - PARTICIPANT'S RIGHTS IN TRUST FUND

     Neither the Participant nor any other person shall have any interest in 
or any right in, to or under the Trust Fund, or any part of the assets 
thereof, except as and to the extent expressly provided in the Plan.

9.5 - BENEFITS NOT ASSIGNABLE

     No benefits, rights or accounts shall exist under the Plan which are 
subject in any manner to voluntary or involuntary anticipation, alienation, 
sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so 
to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge 
the same shall be null and void; nor shall any such benefit, right or account 
under the Plan be in any manner liable for or


                                     -22-
<PAGE>

subject to the debts, contracts, liabilities, engagements, torts or other 
obligations of the person entitled to such benefit, right or account; nor 
shall any benefit, right or account under the Plan constitute an asset in
case of the bankruptcy, receivership or divorce of any person entitled under 
the Plan; and any such benefit, right or account under the Plan shall be 
payable only directly to the Participant or Beneficiary, as the case may be.

9.6 - BENEFITS PAYABLE TO MINORS AND INCOMPETENTS

     (A)  Whenever any person entitled to payments under the Plan is a minor 
or under other legal disability or in the sole judgment of the Committee is 
otherwise unable to apply such payments to his own best interest and 
advantage (as in the case of illness, whether mental or physical or where the 
person not under legal disability is unable to preserve his estate for his 
own best interest), the Committee may in the exercise of its discretion 
direct all or any portion of such payments to be made in any one or more of 
the following ways unless claim has been made therefor by an existing and 
duly appointed guardian, tutor, conservator, committee or other duly 
appointed legal representative, in which event payment shall be made to such 
representative:

          (1)  directly to such person unless such person is an infant or 
shall have been legally adjudicated incompetent at the time of the payment;


                                     -23-
<PAGE>

          (2)  to the spouse, child, parent or other blood relative to be 
expended on behalf of the person entitled to or on behalf of those dependents 
as to whom the person entitled has the duty of support; or

          (3)  to a recognized charity or governmental institution to be 
expended for the benefit of the person entitled or for the benefit of those 
dependents as to whom the person entitled has the duty of support.

     (B)  The decision of the Committee will, in each case, be final and 
binding upon all persons and the Committee shall not be obliged to see to the 
proper application or expenditure of any payments so made. Any payment made 
pursuant to the power herein conferred upon the Committee will operate as a 
complete discharge of the obligations of the Trustee and of the Committee.

9.7 - CONDITIONS OF EMPLOYMENT NOT AFFECTED BY PLAN

     The establishment and maintenance of the Plan does not confer any legal 
rights upon the Participant to the continuation of his employment with the 
Employer, nor does the Plan interfere with the right of the Employer to 
discipline, lay off or discharge the Participant. The adoption and 
maintenance of the Plan is not a contract between the Employer and the 
Employee or consideration for, inducement to, or condition of employment of 
any person.


                                     -24-
<PAGE>

9.8 - NOTIFICATION OF MAILING ADDRESS

     (A)  The Participant and each other person entitled to benefits 
hereunder shall file with the Committee from time to time, in writing, his 
post office address and each change of post office address, and any check 
representing payment hereunder and any communication addressed to the 
Participant or a Beneficiary hereunder at his last address filed with the 
Committee (or, if no such address has been filed, then at his last address 
as indicated on the records of the Employer) will be binding on such person 
for all purposes of the Plan, and neither the Committee nor the Trustee is 
obliged to search for or ascertain the location of any such person.

     (B)  If the Committee, for any reason, is in doubt as to whether 
payments are being received by the person entitled thereto, it may by
registered mail addressed to the person concerned at his address last known 
to the Committee, notify such person that all unmailed and future payments 
shall be henceforth withheld until he provides the Committee with evidence of 
his continued life and his proper mailing address or his Beneficiary provides 
the Committee with evidence of his death. In the event that (i) such 
notification is mailed to such person and his designated Beneficiary, (ii) 
the Committee is not furnished with evidence of such person's continued life 
and proper mailing address or with evidence of his death, all payments


                                     -25-
<PAGE>

shall be withheld until a claim subsequently made by any such person to whom 
payment is due under the provisions of the Plan.

9.9 - WRITTEN COMMUNICATIONS REQUIRED

     Any notice, request, instruction, or other communication to be given or 
made hereunder shall be in writing and either personally delivered to the 
addressee or deposited in the United States mail full postpaid and properly 
addressed to such addressee at the last address for notice shown on the 
Committee's records.

9.10 - BENEFITS PAYABLE AT OFFICE OF TRUSTEE

     All benefits hereunder, and installments thereof, are payable at the 
office of the Trustee.

9.11 - APPEAL TO COMMITTEE

     (A) In the event that the Participant or a Beneficiary feels he is being 
denied any benefit or right provided under the Plan he must file a written 
claim with the Committee.  All such claims shall be submitted on a form 
provided by the Committee which shall be signed by the claimant and shall be 
considered filed on the date the claim is received by the Committee.

     (B) Upon the receipt of such a claim and in the event claim is denied, 
the Committee shall, within a reasonable period of time, provide such 
claimant a written statement which

                                   -26-

<PAGE>

shall be delivered or mailed to the claimant by certified or registered mail 
to his last known address, which statement shall contain the following:

       (1) the specific reason or reasons for the denial of benefits;

       (2) a specific reference to the pertinent provisions of the Plan upon 
which the denial is based;

       (3) a description of any additional material or information which is 
necessary; and

       (4) an explanation of the review procedure provided below; provided, 
however, in the event that special circumstances require an extension of time 
for processing the claim, the Committee shall provide such claimant with such 
written statement described above not later that 180 days after receipt of 
the claimant's claim, but, in such event, the Committee shall furnish the 
claimant, within 90 days after its receipt of such claim, written 
notification of the extension explaining the circumstances requiring such 
extension and the date that it is anticipated that such written statement 
will be furnished.

     (C) Within 90 days after receipt of a notice of a denial of benefits as 
provided above, the claimant or his authorized representative may request, 
in writing, to appear before the Committee for a review of his claim.  In 
conducting its review, the Committee shall consider any written statement or 
other


                                   -27-
<PAGE>

evidence presented by the claimant or his authorized representative in 
support of his claim.  The Committee shall give the claimant and his 
authorized representative reasonable access to all pertinent documents 
necessary for the preparation of his claim.

     (D) Within 60 days after receipt of the Committee of a written 
application for review of his claim, the Committee will notify the claimant 
of its decision by delivery or by certified or registered mail to his last 
known address; provided, however, in the event of special circumstances which 
require an extension of time for processing such application, the Committee 
will notify the claimant of its decision not later that 120 days after 
receipt of such application, but in any event, the Committee will furnish the 
claimant, within 60 days after its receipt of such application, written 
notification of the extension explaining the circumstances requiring such 
extension and the date that it is anticipated that its decision will be 
furnished.  The decision of the Committee will be in writing and shall 
include the specific reasons for the decision presented in a manner 
calculated to be understood by the claimant and shall contain references to 
all relevant Plan provision on which the decision was based.  The decision of 
the Committee will be final and conclusive.


                                   -28-
<PAGE>
                                   SECTION 10
                 MISCELLANEOUS PROVISIONS REGARDING THE EMPLOYER

10.1 - EMPLOYER'S CONTRIBUTION IRREVOCABLE

     The Employer shall have no right, title or interest in the Trust Fund 
or in any part therof, and no contributions made thereto shall revert to the 
Employer, except as provided in the Section 8.2(C) and the Trust Agreement.

10.2 - ABSENCE OF RESPONSIBILITY

     Subject to any applicable provisions of law, neither the Employer nor any
of its officers, employees, agents nor any members of its board of directors 
guarantees in any manner the payment of benefits hereunder.

10.3 - AMENDMENT OF PLAN

     (A) The Plan may be amended from time to time in any respect whatever by 
resolution of the board of directors of the Bank specifying such amendment, 
subject only to the following limitations:

       (1) Under no condition shall such amendment result in or permit the 
return or repayment to any Employer of any property held or acquired by the 
Trustee hereunder or the proceeds thereof.

       (2) Under no condition shall such amendment change the duties or 
responsibilities of the Trustee hereunder without its written consent.


                                     -29-
<PAGE>

     Subject to the foregoing limitations, any amendment may be made which 
does not deprive the Participant or Beneficiary of a right to receive 
benefits hereunder which have already accrued.

10.4 - TERMINATION OF PLAN

     (A) The Plan may be terminated by the Employer at any time by (1) 
formal action in the manner described in Section 10.6 hereof, on the part of 
the Board of Directors of the Bank (a) that the Plan is being terminated and 
(b) the date as of which the termination is to be effective and (2) notifying 
the Committee and the Trustee of such termination.  Any successor business to 
the Employer may provide for continuation of the Plan by formal action on its 
part in the manner described in Section 10.6 hereof. The Plan shall 
automatically terminate only upon adjudication by a court of competent 
jurisdiction that the Employer is Insolvent under Section 12.3, upon 
dissolution of the Employer or upon its liquidation, merger or consolidation 
without provisions being made by its successor, if any, for the continuation 
of the Plan.

     (B) Upon termination of the Plan in accordance with the provisions of 
Section 10.4(A) above, the Committee shall direct the Trustee to hold the 
Account of the Participant for the Participant until the Participant is 
eligible for immediate payment under the terms of the Participant's 
elections, or the Beneficiary of the Participant is entitled to immediate 
payment.


                                     -30-
<PAGE>

10.5 - EXPENSES OF ADMINISTRATION

     The Employer may pay all expenses incurred in the establishment and 
administration of the Plan, including expenses and fees of the Trustee, but 
it shall not be obligated to do so, and any such expenses not so paid by the 
Employer shall be paid from the Trust Fund.

10.6 - FORMAL ACTION BY EMPLOYER

     Any formal action herein permitted or required to be taken by the 
Employer shall be by resolution of its board of directors or other governing 
board, or by written instrument executed by a person or group of persons who 
has been authorized by resolution of its board of directors or other 
governing board as having authority to take such action.

                                   SECTION 11
                                 ADMINISTRATION

11.1 - ADMINISTRATION BY COMMITTEE

     The Plan will be administered by the Employer's Employee Benefits 
Committee (herein referred to as the "Committee"), the members of which are 
appointed by the Employer.

11.2 - OFFICERS AND EMPLOYEES OF COMMITTEE

     The Committee may appoint a secretary who may, but need not, be a member 
of the Committee and may employ such agents, clerical and other services, 
legal counsel, accountants and actuaries as may be required for the purpose 
of administering


                                   -31-
<PAGE>

the Plan.  Any person or firm so employed may be a person or firm then, 
theretofore or thereafter serving the Employer in any capacity.  The 
Committee and any individual member of the Committee and any agent thereof 
shall be fully protected when acting in a prudent manner and relying in good 
faith upon the advice of the following professional consultants or advisors 
employed by the Employer or the Committee:  any attorney insofar as legal 
matters are concerned, any certified public accountant insofar as accounting 
matters are concerned, and any enrolled actuary insofar as actuarial matters 
are concerned.

11.3 - ACTION BY COMMITTEE

     (A)   A majority of the members of the Committee shall constitute a 
quorum for the transaction of business and shall have full power to act 
hereunder.  The Committee may act either at a meeting at which a quorum is 
present or by a writing subscribed by at least a majority of the members of 
the Committee then serving.  Any written memorandum signed by the secretary, 
chairperson or any member of the Committee who has been authorized to act on 
behalf of the Committee shall have the same force and effect as a formal 
resolution adopted in open meeting.  Minutes of all meetings of the Committee 
and a record of any action taken by the Committee shall be kept in written 
form by the secretary appointed by the Committee or, if no secretary 


                                     -32-
<PAGE>

has been appointed by the Committee, by an individual designated by the 
Committee.  The Committee shall give to the Trustee any order, direction, 
consent or advice required under the terms of the Trust Agreement, and the 
Trustee shall be entitled to rely on any instrument delivered to it and 
signed by the secretary, chairperson or any authorized member of the 
Committee as evidencing the action of the Committee.

     (B)   The Participant shall not act as a member of the Committee with 
respect to this Plan.

11.4 - RULES AND REGULATIONS OF COMMITTEE

     The Committee shall have the authority to make such rules and 
regulations and to take such action as may be necessary to carry out 
the provisions of the Plan and will, subject to the provisions of the Plan, 
decide any questions arising in the administration, interpretation and 
application of the Plan, which decisions shall be conclusive and binding on 
all parties.  The Committee may allocate or delegate any part of its 
authority and duties as the Committee deems expedient.

11.5 - POWERS OF COMMITTEE

     (A)   In order to effectuate the purposes of the Plan, the Committee 
shall have the following powers:

           (1)   to make all determinations and computations concerning the 
benefits, credits and debits to which the Participant, or his Beneficiary, is 
entitled under the Plan;


                                     -33-
<PAGE>

           (2)   to determine what constitutes Compensation of the Participant;

           (3)   to make rules and regulations for the administration of the 
Plan which are not inconsistent with the terms and provisions hereof;

           (4)   to construe the Plan and to make equitable adjustments for 
any mistakes or errors made in the administration of the Plan;

           (5)   to determine and resolve in its sole discretion all questions 
relating to the administration of the Plan and Trust (a) when differences of 
opinion arise between the Employer, the Trustee, the Participant, or any of 
them and (b) whenever it is deemed advisable to determine such questions in 
order to promote the administration of the Plan for the greatest benefit of 
all parties concerned; and

           (6)   to authorize and direct the Trustee to pay from the Trust 
Fund all costs and expenses incurred by the Committee in the administration 
of the Plan.

     (B)   The foregoing list of express powers is not intended to be either 
complete or conclusive, and the Committee shall, in addition, have such 
powers as it may reasonably determine to be necessary or appropriate in the 
performance of its powers and duties under the Plan.


                                     -34-
<PAGE>

11.6 - DUTIES OF COMMITTEE

     (A)  The Committee shall, as a part of its general duty to supervise and 
administer the Plan:

          (1)  establish and maintain, or cause to be maintained, the 
individual account described in Section 6.1 hereof and direct the maintenance 
of such other records and the preparation of such forms as are required for 
the efficient administration of the Plan;

          (2)  give the Trustee specific directions in writing with respect 
to:

               (a)  the making of distribution payments, giving the names of 
the payees, the amounts to be paid and the time or times when payments shall 
be made; and

               (b)  the making of any other payments which the Trustee is not 
by the terms of the Trust Agreement authorized to make without a direction in 
writing by the Committee;

          (3)  prepare an annual report for the Employer, as of the last day 
of each Plan Year, in such form as may be required by the Employer;

          (4)  maintain records of the age and amount of Compensation of the 
Participant;

          (5)  comply (or transfer responsibility for compliance to the 
Trustee) with all applicable Federal income and employment tax withholding 
requirements.


                                     -35-
<PAGE>

     (B)  The foregoing list of express duties is not intended to be either 
complete or conclusive, and the Committee shall, in addition, exercise such 
other powers and perform such other duties as it may deem necessary, 
desirable, advisable or proper for the supervision and administration of the 
Plan.

11.7 - INDEMNIFICATION OF MEMBERS OF COMMITTEE

     To the extent not covered by insurance or if there is a failure to 
provide full insurance coverage for any reason and to the extent permissible 
under corporate by-laws and other applicable laws and regulations, the Bank 
agrees to hold harmless and indemnify the members of the Committee against 
any and all claims and causes of action by or on behalf of any and all 
parties whomsoever, and all losses therefrom, including, without limitation, 
costs of defense and attorneys' fees, based upon or arising out of any act or 
omission relating to or in connection with the Plan and Trust Agreement other 
than losses resulting from any such person's fraud or willful misconduct.

11.8 - APPLICABLE LAW

     The Plan will be construed and enforced according to the laws of the 
State of New Mexico, unless superseded by federal law, and all provisions of 
the Plan will be administered according to the laws of the said state, unless 
superseded by federal law.


                                     -36-
<PAGE>

                                   SECTION 12
                                   TRUST FUND

12.1 - PURPOSE OF TRUST FUND

     A Trust Fund has been created and will be maintained for the purposes of 
the Plan, and the monies thereof will be invested in accordance with the 
terms of the agreement and declaration of trust. All contributions will be 
paid into the Trust Fund, and benefits under the Plan will be paid only from 
the Trust Fund.

12.2 - BENEFITS SUPPORTED ONLY BY TRUST FUND

     Any person having any claim under the Plan will look solely to the 
assets of the Trust Fund for satisfaction.

12.3 - PAYMENT OF BENEFITS

     The assets of the Trust Fund may be used and applied in accordance with 
the provisions of the Plan to provide the benefits thereof. Assets in the 
Trust will remain subject to the claims of the Employer's general creditors 
in the event of the Employer's Insolvency. The term "Insolvency", as used 
herein, shall mean (i) the Employer is unable to pay its debts as they 
mature; (ii) any state or federal financial-institution regulatory agency 
appoints a receiver or liquidator for the Employer; (iii) any proceeding is 
instituted for the dissolution or the full or partial liquidation of the 
Employer; or (iv) proceedings in the bankruptcy or for the reorganization of 
the


                                     -37-
<PAGE>

Employer or for the readjustment of any of its debts under the Bankruptcy 
Code, as amended, or under any other laws, whether state or federal, for the 
relief of debtors, now or hereafter existing, shall be commenced by the 
Employer or for any substantial part of its assets.

     IN WITNESS WHEREOF, FirstBank or Access Anytime BanCorp, Inc., has 
caused this instrument to be executed by its duly authorized officers on this 
_____ day of ____________, 1998 effective as of June 1, 1998

(CORPORATE SEAL)                      FirstBank
                               Access Anytime BanCorp, Inc.
ATTEST:







______________________________ _____________________________




                                     -38-