<PAGE>

                                                                    Exhibit 10.6
                                                                    ------------




                    NATIONAL BANK OF COMMERCE PENSION PLAN
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<S>                                                                         <C>
ARTICLE I:  DEFINITIONS..................................................    1
      Section 1.01.  Accrued Benefit.....................................    1
      Section 1.02.  Act or ERISA........................................    1
      Section 1.03.  Actuarial Equivalent................................    1
      Section 1.04.  Actuary.............................................    2
      Section 1.05.  Affiliated Employer or Affiliate....................    3
      Section 1.06.  Annual Compensation.................................    3
      Section 1.07.  Average Monthly Earnings............................    6
      Section 1.08.  Board of Directors..................................    7
      Section 1.09.  Break in Service....................................    7
      Section 1.10.  Code................................................    7
      Section 1.11.  Claimant............................................    7
      Section 1.12.  Continuous Service..................................    7
      Section 1.13.  Covered Service.....................................    9
      Section 1.14.  Deferred Retirement Date............................    9
      Section 1.15.  Earliest Retirement Age and Early Retirement Date...    9
      Section 1.16.  Effective Date......................................    9
      Section 1.17.  Employee............................................    9
      Section 1.18.  Employer............................................    9
      Section 1.19.  First Gulf Plan.....................................   10
      Section 1.20.  Former Participant..................................   10
      Section 1.21.  Highly Compensated Employee, Highly Compensated
                     Former Employee, and Highly Compensated Participant.   10
      Section 1.22.  Hour of Service.....................................   12
      Section 1.23.  Investment Manager..................................   12
      Section 1.24.  Key Employee........................................   13
      Section 1.25.  Leased Employee.....................................   13
      Section 1.26.  Monthly Earnings....................................   13
      Section 1.27.  Monthly Retirement Income...........................   14
      Section 1.28.  Named Fiduciary.....................................   14
      Section 1.29.  Non-Highly Compensated Participant..................   14
      Section 1.30.  Non-Key Employee....................................   14
      Section 1.31.  Normal Retirement Date..............................   14
      Section 1.32.  Participant.........................................   14
      Section 1.33.  PBGC................................................   14
      Section 1.34.  Plan................................................   14
      Section 1.35.  Plan Administrator..................................   14
      Section 1.36.  Plan Year...........................................   15
      Section 1.37.  Pre-retirement Survivor Annuity.....................   15
      Section 1.38.  Regulation..........................................   15
      Section 1.39.  Required Beginning Date.............................   15
      Section 1.40.  Retired Participant.................................   15
      Section 1.41.  Service Year or Year of Service.....................   15
      Section 1.42.  Terminated Participant..............................   16
      Section 1.43.  Top Heavy Plan......................................   16
      Section 1.44.  Top Heavy Plan Year.................................   16
      Section 1.45.  Total and Permanent Disability......................   16
      Section 1.46.  Trust Agreement.....................................   17
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                         <C>
      Section 1.47.  Trustee.............................................   17
      Section 1.48   Trust Fund..........................................   17
      Section 1.49   USERRA..............................................   17
      Section 1.50.  Vested..............................................   17

ARTICLE II:  PLAN ADMINISTRATION.........................................   17

      Section 2.01.  Named Fiduciary.....................................   17
      Section 2.02.  Allocation Of Fiduciary Responsibilities;
                     Designation Of A Plan Administrator.................   17
      Section 2.03.  Powers And Responsibilities Of The Employer.........   18
      Section 2.04.  Powers And Duties Of The Plan Administrator.........   19
      Section 2.05.  Powers And Duties Of The Trustee....................   21
      Section 2.06.  Powers And Duties Of The Actuary....................   21
      Section 2.07.  Claims For Benefits.................................   21
      Section 2.08.  Completion Of Forms And Submission Of Proof By
                     Participants........................................   22
      Section 2.09.  Payment Of Expenses.................................   22

ARTICLE III: BENEFITS....................................................   22
      Section 3.01.  Normal Retirement...................................   22
      Section 3.02.  Deferred Retirement.................................   24
      Section 3.03.  Early Retirement....................................   24
      Section 3.04.  Total And Permanent Disability......................   24
      Section 3.05.  Benefit Distribution................................   25
      Section 3.06.  Distribution Of Benefits Upon Death.................   28
      Section 3.07.  Determination Of Accrued Benefits Upon Termination..   32
      Section 3.08.  Lump Sum Distributions..............................   33
      Section 3.09.  Maximum Benefit Payment Date........................   36
      Section 3.10.  Suspension Of Benefits Upon Re-Employment Or
                     Continued Employment................................   36
      Section 3.11.  Direct Rollover.....................................   38
      Section 3.12.  Appointment Of Guardian For Beneficiary.............   38

ARTICLE IV:  CONTRIBUTION AND VALUATION..................................   39
      Section 4.01.  Deposit Of Funds....................................   39
      Section 4.02.  Payment Of Expenses.................................   39
      Section 4.03.  Periodic Actuarial Valuation........................   39
      Section 4.04.  Funding Standard Account............................   39
      Section 4.05.  Contributions By Mistake Of Fact....................   39
      Section 4.06.  Contributions Conditioned On Deductibility..........   39

ARTICLE V:   TRUST FUND AND TRUST AGREEMENT..............................   39
      Section 5.01.  Trust Fund..........................................   39
      Section 5.02.  Trust Agreement.....................................   40

ARTICLE VI:  MAXIMUM BENEFIT LIMITATIONS.................................   40
      Section 6.01.  General.............................................   40
      Section 6.02.  Annual Additions....................................   42
      Section 6.03.  Annual Benefit......................................   42
      Section 6.04.  Compensation........................................   42
      Section 6.05.  Current Accrued Benefit.............................   43
      Section 6.06.  Defined Benefit Dollar Limitation...................   43
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<S>                                                                         <C>
      Section 6.07.  Defined Benefit Fraction............................   43
      Section 6.08.  Defined Contribution Fraction.......................   44
      Section 6.09.  Employer............................................   44
      Section 6.10.  Highest Average Compensation........................   44
      Section 6.11.  Limitation Year.....................................   44
      Section 6.12.  Maximum Permissible Amount..........................   45
      Section 6.13.  Projected Annual Benefit............................   45
      Section 6.14.  Social Security Retirement Age......................   46
      Section 6.15.  Year of Participation...............................   46

ARTICLE VII:  TOP HEAVY PROVISIONS.......................................   46
      Section 7.01.  General.............................................   46
      Section 7.02.  Key Employee........................................   46
      Section 7.03.  Top Heavy Plan......................................   47
      Section 7.04.  Top Heavy Ratio.....................................   47
      Section 7.05.  Permissive Aggregation Group........................   48
      Section 7.06.  Required Aggregation Group..........................   48
      Section 7.07.  Determination Date..................................   48
      Section 7.08.  Valuation Date......................................   49
      Section 7.09.  Present Value.......................................   49
      Section 7.10.  Minimum Accrued Benefit.............................   49
      Section 7.11.  Vesting.............................................   49

ARTICLE VIII: AMENDMENT, MERGER, CONSOLIDATION OR TRANSFER OF
              ASSETS.....................................................   50
      Section 8.01.  Plan Amendment......................................   50
      Section 8.02.  Merger, Consolidation Or Transfer Of Assets.........   51

ARTICLE IX:   PLAN TERMINATION...........................................   53
      Section 9.01.  Termination Of Plan.................................   53
      Section 9.02.  Limitation Of Benefits On Termination...............   55

ARTICLE X:  MISCELLANEOUS PROVISIONS.....................................   57
      Section 10.01. Headings And Subheadings Contained In Plan..........   57
      Section 10.02. Illegality Of Plan Provisions.......................   57
      Section 10.03. Correction Of Misstatements.........................   57
      Section 10.04. Singular And Plural Terms...........................   57
      Section 10.05. Governing Law.......................................   57
      Section 10.06. Voluntary Continuance Of The Plan By The Employer...   57
      Section 10.07. Source Of Payment Of Benefits.......................   57
      Section 10.08. Suspension Of Contributions By The Employer.........   57
      Section 10.09. No Employment Rights Under Plan.....................   57
      Section 10.10. Alienation Of Benefits Disallowed...................   57
      Section 10.11. Indemnification By Employer.........................   58
      Section 10.12. Bonding Of Fiduciaries..............................   58
</TABLE>

                                     -iii-
<PAGE>

                    NATIONAL BANK OF COMMERCE PENSION PLAN


     WHEREAS, National Bank of Commerce of Birmingham, a national banking
association having its principal place of business in Birmingham, Alabama,
established the National Bank of Commerce Pension Plan effective January 1, 1982
to provide retirement benefits for eligible employees; and

     WHEREAS, the National Bank of Commerce Pension Plan was amended and
restated effective January 1, 1984 and was again amended and restated, generally
effective January 1, 1989; and

     WHEREAS, there have been four (4) amendments to the National Bank of
Commerce Pension Plan since it was amended and restated, generally effective
January 1, 1989; and

     WHEREAS, as a result of changes in applicable tax laws, it is necessary to
amend and restate the National Bank of Commerce Pension Plan.

     NOW, THEREFORE, the National Bank of Commerce Pension Plan is hereby
amended and restated effective as of January 1, 1997 with certain provisions
effective as of earlier or later dates as expressly set forth herein.

                            ARTICLE I:  DEFINITIONS
                            -----------------------

     As used in the Plan, the following words and phrases shall have the
meanings specified below, unless a different meaning is plainly required by the
context:

     Section 1.01. Accrued Benefit.  "Accrued Benefit," as of any date, shall
                   ---------------
mean a Participant's benefit earned as of that date.  The Participant's Accrued
Benefit shall be calculated in accordance with Section 1.27 (Monthly Retirement
Income).  Effective December 31, 1999, the Plan shall be frozen, and no
Participant shall accrue any benefits under the Plan after said date.

     Section 1.02. Act or ERISA.  "Act" or "ERISA" means the Employee
                   ------------
Retirement Income Security Act of 1974, as amended from time to time.

     Section 1.03. Actuarial Equivalent.  "Actuarial Equivalent" shall mean
                   --------------------
equality in the value of the aggregate amounts expected to be received under
different forms of payment as set forth below.

     (a)  For Plan Years beginning prior to January 1, 2000, for the lump sum
distributions as described in Section 3.08, the Actuarial Equivalent amount
payable to the Participant shall be calculated using the PBGC immediate or, if
applicable, deferred annuity factors for males as in effect on January 1 of the
year in which the lump sum distribution is paid.

          For Plan Years beginning on or after January 1, 2000, the Actuarial
Equivalent for the lump sum distributions as described in Section 3.08 shall be
determined as set forth below:

          (i)    Interest Assumption.  The applicable interest rate used for the
                 -------------------
          purpose of computing a lump sum distribution as described in Section
          3.08 and for the purpose of computing the present value of a benefit
          payable under the Plan is the annual rate of interest on 30-Year
          Treasury Securities determined as of the second calendar month
          preceding the first day of the Plan Year during which the payment is
          made.

          (ii)   Mortality Assumption.  The applicable mortality table used for
                 --------------------
          the purpose of computing lump sum distributions as described in
          Section 3.08 and for the purpose of computing the present value of a
          benefit payable under the Plan is the table prescribed by the
          Secretary of the Treasury.  Such table shall

                                  Page 1 of 58
<PAGE>

          be based on the prevailing commissioner's standard table (described in
          Code Section 807(d)(5)(A)) used to determine reserves for group
          annuity contracts issued on the date as of which present value is
          being determined (without regard to any other subparagraph of Code
          Section 807(d)(5)).

     (b)  For an annuity which is payable for the life of the Participant with a
fifty percent (50%) survivor annuity for the life of the spouse, the Actuarial
Equivalent amount payable to the Participant shall be equal to the single life
annuity multiplied by eighty-eight percent (88%).  Notwithstanding the above, if
the birth dates of the Participant and spouse are more than five (5) years
apart, the eighty-eight percent (88%) factor shall be

          (1)  decreased, if the Participant is older, or

          (2)  increased, if the spouse is older, as follows:

               (i)    one percent (1%), multiplied by

               (ii)   the survivor annuity percentage (50%), multiplied by

               (iii)  the number of full years, up to a maximum of twenty (20),
          by which the difference in birth dates exceeds five (5) years.

If the assumptions described in this Section 1.03(b) change, the Actuarial
Equivalent of the Accrued Benefit on or after the date of such change shall be
the greater of the Actuarial Equivalent of the Accrued Benefit as of such date
computed using the assumptions in effect immediately before such change or the
Actuarial Equivalent of the Accrued Benefit computed using the assumptions in
effect after such change.

     (c)  For an annuity which is payable for the life of the Participant with a
one hundred percent (100%) survivor annuity for the life of the spouse, the
Actuarial Equivalent amount payable to the Participant shall be equal to the
single life annuity multiplied by seventy-nine percent (79%).  Notwithstanding
the above, if the birth dates of the Participant and spouse are more than five
(5) years apart, the seventy-nine percent (79%) factor shall be

          (1)  decreased, if the Participant is older, or

          (2)  increased, if the spouse is older, as follows:

               (i)    one percent (1%), multiplied by

               (ii)   the number of full years, up to a maximum of twenty (20),
          by which the difference in birth dates exceeds five (5) years.

If the assumptions described in this Section 1.03(c) change, the Actuarial
Equivalent of the Accrued Benefit on or after the date of such change shall be
the greater of the Actuarial Equivalent of the Accrued Benefit as of such date
computed using the assumptions in effect immediately before such change or the
Actuarial Equivalent of the Accrued Benefit computed using the assumptions in
effect after such change.

     (d)  For all other purposes, the Actuarial Equivalent amount payable to the
Participant shall be calculated using annuities derived from the 1971 Group
Annuity Mortality Table for males, with a five-year age set-back for
Beneficiaries and six percent (6%) interest per annum.

     Section 1.04. Actuary.  "Actuary" shall mean a Fellow of the Society of
                   -------
Actuaries who has been enrolled by the Joint Board for the Enrollment of
Actuaries under ERISA Section 3042 or a firm of actuaries, at least one of

                                  Page 2 of 58
<PAGE>

whose members is a Fellow of the Society of Actuaries who has been so enrolled.
The Actuary shall be designated by the Employer.

     Section 1.05. Affiliated Employer or Affiliate.  An "Affiliated Employer"
                   --------------------------------
or "Affiliate" is any corporation which is a member of a controlled group of
corporations (as defined in Code Section 414(b)) which includes the following:
(a) the Employer; (b) any trade or business (whether or not incorporated) which
is under common control (as defined in Code Section 414(c)) with the Employer;
(c) any organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in Code Section 414(m)) which includes the
Employer; and (d) any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).

     Section 1.06. Annual Compensation.
                   -------------------

     (a)  Definition Of Annual Compensation Effective On And After January 1,
          -------------------------------------------------------------------
1994.  Notwithstanding the immediately following paragraphs (b) and (c), on and
----
after January 1, 1994 "Annual Compensation" shall mean, with respect to any
Participant, wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052.  Annual
Compensation must be determined without regard to any rules under Code Section
3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)).

          (1)  Annual Compensation determined according to Section 1.06(a) shall
     not include (even if includible in gross income) reimbursements or other
     expense allowances, fringe benefits (cash or noncash), moving expenses,
     deferred compensation, and welfare benefits.

          (2)  Annual Compensation determined according to Section 1.06(a) shall
     include amounts which are contributed by the Employer pursuant to a salary
     reduction agreement and which are not includible in the gross income of the
     Participant under Code Section 125, 402(e)(3), 402(h), 403(b) or 457, and
     Employee contributions described in Code Section 414(h)(2) that are treated
     as Employer contributions.

     (b)  Definition Of Annual Compensation Effective On And After January 1,
          -------------------------------------------------------------------
1984 But Prior To January 1, 1994.  On and after January 1, 1984 but prior to
---------------------------------
January 1, 1994, "Annual Compensation" shall mean all of a Participant's
earnings from the Employer for the Plan Year which are (a) actually paid within
such Plan Year, and (b) subject to tax under Code Section 3101(a) without the
dollar limitation of Code Section 3121(a), but not including deferred
compensation other than contributions, if any, through a salary reduction
agreement to a cash or deferred plan under Code Section 401(k) or to a tax-
deferred annuity under Code Section 403(b).  Only for purposes of the foregoing
provisions of this Section 1.06(b), Section 1.07, and Section 1.26, the
"Employer" shall be deemed to refer to MetroBank prior to the sale of its stock
to National Commerce Corporation.

          Effective as of January 1, 1991, with respect to the persons retiring
after December 31, 1990 or whose employment otherwise terminates after December
31, 1990, Annual Compensation shall be determined without regard to any deemed
or imputed compensation from Employer-provided life insurance, moving expenses,
mileage or other reimbursements or other imputed income non-cash items which may
be counted for purposes of Code Section 3101. Notwithstanding the foregoing, the
minimum Accrued Benefit (expressed as a monthly annuity for life beginning at
the Normal Retirement Date) of each person who was a Participant in the Plan on
December 31, 1990 shall be determined using Continuous Service of such
Participant through December 31, 1990 and based upon the Average Monthly
Earnings of the Participant determined at December 31, 1990 (that is, without
regard to the foregoing change in the definition of Annual Compensation and
without regard to any amount of compensation paid on and after January 1, 1991).

                                  Page 3 of 58
<PAGE>

     (c)  Definition Of Annual Compensation Effective On And Before December 31,
          ----------------------------------------------------------------------
1983.  On and before December 31, 1983, "Annual Compensation" shall mean the
----
total of a Participant's Annual Compensation from the Employer, including
salary, overtime, and bonuses.

     (d)  Limitations On Annual Compensation Taken Into Account In Determining
          --------------------------------------------------------------------
Benefits.  For Plan Years after December 31, 1988 and prior to January 1, 1994,
--------
the Annual Compensation (sometimes referred to in this Section 1.06(d) as
"compensation") taken into account for determining all benefits provided under
this Plan for any Plan Year shall not exceed $200,000, as adjusted.  This
limitation shall be automatically adjusted to the amounts fixed by the Secretary
of the Treasury from time to time under Code Section 415(d) except that the
dollar increase in effect on January 1 of any calendar year is effective for
Plan Years beginning on July 1 in such calendar year and the first adjustment to
the $200,000 limitation is effective on January 1, 1990.

     In addition to the other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual compensation of each Employee
taken into account under the Plan shall not exceed the OBRA '93 annual
compensation limit.  The OBRA '93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living in accordance
with Section 401(a)(17)(B) of the Code.  The cost-of-living adjustment in effect
for a calendar year applies to any period, not exceeding twelve (12) months,
over which compensation is determined ("determination period") beginning in such
calendar year.

     For plan years beginning on or after January 1, 1994, any reference in this
Plan to the limitation under Section 401(a)(17) of the Code shall mean the OBRA
'93 annual compensation limit set forth in this provision.

     If compensation is determined on a period of time that contains less than
twelve (12) calendar months (in the case of a short plan year), then the
compensation limit is an amount equal to the compensation limit for the calendar
year in which the compensation period begins multiplied by the ratio obtained by
dividing the number of full months in the period by twelve (12).

     If compensation for any prior determination period is taken into account in
determining an Employee's benefits accruing in the current Plan Year, the
compensation for that prior determination period is subject to the applicable
annual compensation limit in effect for that prior determination period.  For
this purpose, in determining benefits in Plan Years beginning on or after
January 1, 1989, the annual compensation limit in effect for determination
periods beginning before that date is $200,000.  In addition, in determining
benefits for determination periods beginning on or after January 1, 1994, the
annual compensation limit in effect for determination periods beginning before
that date is $150,000.

     For Plan Years beginning prior to January 1, 1997, in determining the
compensation of a Participant for purposes of this limitation, the rules of
Section 414(q)(6) of the Code shall apply, except in applying such rules, the
term "family" shall include only the spouse of the Participant and any lineal
descendants of the Participant who have not attained age 19 before the close of
the year.  If, as a result of the application of such rules the adjusted annual
compensation limitation is exceeded, then (except for purposes of determining
the portion of compensation up to the integration level if this Plan provides
for permitted disparity) the limitation shall be pro rated among the affected
individuals in proportion to each such individual's compensation as determined
under the Plan prior to the application of this limitation.

     Unless otherwise provided under the Plan, each Section 401(a)(17)
employee's accrued benefit under this Plan will be the greater of the accrued
benefit determined for the employee under (a) or (b) below:

     (a)  the employee's accrued benefit determined with respect to the benefit
formula applicable for the Plan Year beginning on or after January 1, 1994, as
applied to the employee's total years of service taken into account under the
Plan for the purposes of benefit accruals, or

                                  Page 4 of 58
<PAGE>

     (b)  the sum of:

          (1)  the employee's accrued benefit as of the last day of the last
     Plan Year beginning before January 1, 1994, calculated by applying the 1993
     indexed limitation retroactively to all years before 1994, frozen in
     accordance with Section 1.401(a)(4)-13 of the regulations, and

          (2)  the employee's accrued benefit determined under the benefit
     formula applicable for the Plan Year beginning on or after January 1, 1994,
     as applied to the employee's years of service credited to the employee for
     Plan Years beginning on or after January 1, 1994, for purposes of benefit
     accruals.

     A Section 401(a)(17) employee means an employee whose current accrued
     benefit as of a date on or after the first day of the first Plan Year
     beginning on or after January 1, 1994, is based on compensation for a year
     beginning prior to the first day of the first Plan Year beginning on or
     after January 1, 1994, that exceeded $150,000.

     If the Plan satisfies the requirements of Section 1.401(a)(4)-13(d) of the
Regulations for a fresh-start as of the last day of the last Plan Year beginning
before January 1, 1994, then, notwithstanding any other provisions of the Plan,
any Section 401(a)(17) employee's Accrued Benefit, frozen in accordance with
Section 1.401(a)(4)-13 of the Regulations as of a fresh-start date, is adjusted
to reflect increases in the employee's compensation after the fresh-start date.
However, this adjustment may be made only if the adjustment will not cause the
Plan to fail to satisfy the consistency requirement of Section 1.401(a)(4)-
13(c), as modified by Section 1.401(a)(17)-1(e) of the proposed Regulations.

     In determining a Section 401(a)(17) employee's Accrued Benefit in any Plan
Year beginning on or after January 1, 1994, the portion of the employee's frozen
Accrued Benefit attributable to Plan Years beginning before January 1, 1994,
will be determined in accordance with Method A for statutory Section 401(a)(17)
employees and Method B for Section 401(a)(17) employees other than statutory
Section 401(a)(17) employees.

     A statutory Section 401(a)(17) employee means an employee whose current
Accrued Benefit as of a date on or after the first day of the first Plan Year
beginning on or after January 1, 1994, is based on compensation for a year
beginning prior to the first day of the first Plan Year beginning on or after
January 1, 1989, that exceeded $200,000.

     A Section 401(a)(17) employee means an employee whose current Accrued
Benefit as of a date on or after the first day of the first Plan Year beginning
on or after January 1, 1994, is based on compensation for a year beginning prior
to the first day of the first Plan Year beginning on or after January 1, 1994,
that exceeded $150,000.

     METHOD A (statutory Section 401(a)(17) employees):

     STEP 1:  Determine each statutory Section 401(a)(17) employee's Accrued
              Benefit as of the last day of the last Plan Year beginning before
              January 1, 1989, frozen in accordance with Section 1.401(a)(4)-13
              of the Regulations.

     STEP 2:  Adjust the amount in Step 1 up through the last day of the last
              Plan Year beginning before the first Plan Year beginning on or
              after January 1, 1994, under the method provided under the Plan
              for increasing the amount in Step 1 to take into account increases
              in compensation in Plan Years beginning on or after January 1,
              1989. However, if the Plan does not provide for such increases,
              the amount in Step 2 shall be equal to the amount in Step 1.

     STEP 3:  Determine the statutory Section 401(a)(17) employee's Accrued
              Benefit as of the last day of the last Plan Year beginning before
              January 1, 1994, frozen in accordance with

                                  Page 5 of 58
<PAGE>

              Section 1.401(a)(4)-13 of the Regulations.

     STEP 4:  Subtract the amount determined Step 2 from the amount determined
              in Step 3.

     STEP 5:  Adjust the amount in Step 4 by multiplying it by the following
              fraction (not less than 1). The numerator of the fraction is the
              statutory Section 401(a)(17) employee's average compensation
              determined for the current year (as limited by Section
              401(a)(17)), using the same definition and compensation formula in
              effect as of the last day of the last Plan Year beginning before
              January 1, 1994. The denominator of the fraction is the employee's
              average compensation for the last day of the last Plan Year
              beginning before January 1, 1994, using the definition and
              compensation formula in effect as of the last day of the last Plan
              Year beginning before January 1, 1994.

     STEP 6:  Adjust the amount in Step 1 by multiplying it by the following
              fraction (not less than 1). The numerator of the fraction is the
              statutory Section 401(a)(17) employee's average compensation for
              the current year (as limited by Section 401(a)(17)), using the
              same definition and compensation formula in effect as of the last
              day of the last Plan Year beginning before January 1, 1989. The
              denominator of the fraction is the employee's average compensation
              for the last day of the last Plan Year beginning before January 1,
              1989, using the definition and compensation formula in effect as
              of the last day of the last Plan Year beginning before January 1,
              1989.

     STEP 7:  Add the amounts determined in Step 5, and the greater of Steps 6
              or 2.

     METHOD B (Section 401(a)(17) employees other than statutory Section
401(a)(17) employees):

     STEP 1:  Determine the Accrued Benefit of each Section 401(a)(17) employee
              other than statutory Section 401(a)(17) employees as of the last
              day of the Plan Year beginning before January 1, 1994, frozen in
              accordance with Section 1.401(a)(4)-13 of the Regulations.

     STEP 2:  Adjust the amount in Step 1 by multiplying it by the following
              fraction (not less than 1). The numerator of the fraction is the
              average compensation of the Section 401(a)(17) employee who is not
              a statutory Section 401(a)(17) employee determined for the current
              year (as limited by Section 401(a)(17)), using the same definition
              and compensation formula in effect as of the last day of the last
              Plan Year beginning before January 1, 1994. The denominator of the
              fraction is the employee's average compensation for the last day
              of the last Plan Year beginning before January 1, 1994, using the
              definition and compensation formula in effect as of the last day
              of the last Plan Year beginning before January 1, 1994.

     Section 1.07. Average Monthly Earnings.  "Average Monthly Earnings" shall
                   ------------------------
mean the average of Monthly Earnings (as defined in Section 1.26) for the sixty
(60) months immediately preceding a Participant's Normal Retirement Date.

     (a)  If a Participant has fewer than sixty (60) months of continuous
employment, "Average Monthly Earnings" shall be the average of Monthly Earnings
for all months of continuous employment.

     (b)  If immediately prior to calculation of Average Monthly Earnings an
Employee shall have been absent from work for one (1) or more calendar months
for which he or she did not receive his or her monthly salary from the Employer,
the sixty (60) months used in determining his or her Average Monthly Earnings
shall be the last sixty (60) calendar months during which compensation was paid
to the Employee by the Employer.

                                  Page 6 of 58
<PAGE>

     Section 1.08. Board of Directors.  "Board of Directors" shall mean the
                   ------------------
Board of Directors of the Employer.

     Section 1.09. Break in Service.  "Break in Service" shall mean a Plan Year
                   ----------------
in which a Participant completes 500 or fewer Hours of Service.

     Section 1.10. Code.  "Code" shall mean the Internal Revenue Code of 1986,
                   ----
as amended or replaced from time to time.

     Section 1.11. Claimant.  "Claimant," for the purposes of Section 2.07,
                   --------
shall mean Participants, former Employees claiming to be Participants, surviving
spouses, or any other persons claiming a benefit under the Plan.

     Section 1.12. Continuous Service.  Prior to January 1, 1988, the term
                   ------------------
"Continuous Service" meant service with the Employer prior to the attainment of
age sixty-five (65) calculated from the later of the Employee's last hiring date
or January 1, 1980.  Notwithstanding the foregoing, for Participants who are
credited with at least one (1) Hour of Service after December 31, 1987,
"Continuous Service" shall mean service with the Employer calculated from the
later of the Employee's last hiring date or January 1, 1980.  The calculation of
Continuous Service shall be subject to the following rules and conditions:

     (a)  Length of Continuous Service shall be computed in whole months from
the date the Employee has been continuously employed in the service of the
Employer as an Employee as defined in Section 1.17, determined by the practices
in effect at the date of such employment, or re-employment, after a Break in
Continuous Service. Continuous Service shall be broken by the following events:

          (1)  Discharge from the employment of the Employer;

          (2)  Voluntarily quitting the employment of the Employer;

          (3)  Absence due to disability continuing for more than two (2) years,
     provided that the Employee may accumulate up to six (6) months Continuous
     Service during any such absence; and further provided, however, that an
     Employee absent because of compensable injury or sickness under applicable
     Workers Compensation laws shall accumulate Continuous Service until the
     termination of the period for which such compensation is payable, if he or
     she applies for return to work, and does return to work, within fifteen
     (15) days next following the last payment of such compensation to him or
     her; or

          (4)  Failure to report for work after a layoff within five (5)
     regularly scheduled work days of the mailing by the Employer by registered
     or certified mail to the Employee's latest address appearing on the
     Employer's records of a notice to return to work or declining the work
     offered or at the hours stipulated. It is the individual Employee's duty to
     keep the Employer informed of any changes in the Employee's address.

                    (i)    Continuous Service shall not be broken because of
               absence due to service in the Armed Forces or Merchant Marine
               Service of the United States, for which the Employee has re-
               employment rights under the law and complies with the
               requirements of the law as to re-employment and is re-employed.

                    (ii)   Employees whose employment with the Employer and all
               Affiliates terminated on or after January 1, 1982 and before
               January 1, 1985 shall lose all prior Continuous Service in
               accordance with the foregoing rules of Continuous Service in
               Section 1.12 if rehired by the Employer or any Affiliate, unless,
               the foregoing provisions of Section 1.12 to the contrary
               notwithstanding:

                                  Page 7 of 58
<PAGE>

                    (A)  they were Vested in their Accrued Benefit at the time
               of termination, or

                    (B)  they were not Vested in any portion of their Accrued
               Benefit at the time of termination and the number of consecutive
               Breaks in Service is less than the aggregate number of Plan Years
               in which Continuous Service was earned prior to the Break in
               Service.

          In the event Continuous Service is preserved for an Employee under the
          terms of the foregoing provisions of Section 1.12(a) and consistent
          with Section 1.12(b), one Accrued Benefit shall be calculated under
          the terms of the Plan as in effect at the time of such calculation
          using all years of Continuous Service.

               (iii)  With respect to terminations of employment occurring on or
          after January 1, 1985, an Employee will be credited on rehire with all
          years of Continuous Service credited prior to his or her termination
          unless, with respect to an Employee who does not have any
          nonforfeitable right to an Accrued Benefit hereunder, the number of
          consecutive one-year Breaks in Service equals or exceeds the greater
          of

                    (A)  five (5), or

                    (B)  the aggregate number of Plan Years in which Continuous
               Service was earned prior to the first one-year Break in Service.

          In the event Continuous Service is so preserved, the provisions of the
          last paragraph of Section 1.12(a)(4)(ii) will be applied.

     (b)  In determining length of service, there shall be deducted all time
lost in excess of thirty (30) days, for which monthly salary is not paid by the
Employer, due to leave of absence, suspension, or non-compensable disability
except to the extent credit for such periods of absence specifically is granted
under the terms of the Plan.

     (c)  Anything herein to the contrary notwithstanding, the minimum
Continuous Service credit for purposes of calculating the Accrued Benefit of an
Employee shall be based upon the number of Hours of Service (determined under
Section 1.22 but only while the Employee is an Employee within the meaning of
Section 1.17) in a Plan Year on the basis of the following proration:

          (1)  1000-1149 Hours  -    6 months
          (2)  1150-1299 Hours  -    7 months
          (3)  1300-1449 Hours  -    8 months
          (4)  1450-1599 Hours  -    9 months
          (5)  1600-1749 Hours  -   10 months
          (6)  1750-1899 Hours  -   11 months
          (7)  1900 or more     -   12 months

     (d)  Section 1.12(c) and any other provision of the Plan to the contrary
notwithstanding, with respect to Participants who were employees of MetroBank
prior to the purchase of its stock by National Commerce Corporation, Continuous
Service shall only include service for the Employer after the time of such sale
and, with respect to the remainder of 1985 after the said sale of stock,
Employees not previously covered by the Plan shall accrue Continuous Service on
the basis of one month for each calendar month in which they work at least one
Hour of Service for the Employer on or after September 1, 1985.

     (e)  Effective December 31, 1999, the Plan shall be frozen, and no
Participant shall accrue any additional

                                  Page 8 of 58
<PAGE>

Continuous Service after said date.

      Section 1.13. Covered Service.  "Covered Service" shall mean service
                    ---------------
covered by ERISA Section 203(a)(3)(B).

       Section 1.14. Deferred Retirement Date.  Deferred Retirement Date is a
                     ------------------------
Participant's date of termination of employment or, if earlier, a Participant's
date of death, after remaining in service beyond his or her Normal Retirement
Date, whether continuing employment through his or her Normal Retirement Date or
being reemployed after such date.

      Section 1.15. Earliest Retirement Age and Early Retirement Date.
                    -------------------------------------------------
"Earliest Retirement Age" shall mean attainment of age sixty (60) and completion
of seven (7) years of Continuous Service.  "Early Retirement Date" shall mean
the first day of the month coincident with or next following the date on which
an eligible Participant elects to retire early.

      Section 1.16. Effective Date.  The "Effective Date" of the Plan is January
                    --------------
1, 1982 which is the original effective date of the Plan.  The general effective
date of this amendment and restatement is January 1, 1997.

      Section 1.17. Employee.  "Employee" shall mean any person in the
                    --------
employment of the Employer. Employees of Affiliates other than the Employer are
not to be considered to be "Employees" for any purpose of the Plan except that

      (a) Hours of Service for vesting will be credited for employment with
other members of an affiliated service group (under Code Section 414(m)), a
controlled group of corporations (under Code Section 414(b)), or a group of
trades or businesses under common control (under Code Section 414(c)), of which
the Employer is a member, and

      (b) Hours of Service for vesting will also be credited for any individual
considered an Employee for purposes of the Plan under Section 1.25 (Leased
Employee).

      Section 1.18. Employer.  "Employer" shall mean National Bank of Commerce
                    --------
of Birmingham, National Commerce Corporation of Birmingham and their successors
and assigns.  The Employer shall not, except as otherwise provided in Section
1.06, be deemed to refer to MetroBank prior to the time of the sale of its stock
to National Commerce Corporation.

      Effective May 15, 1995, "Employer" shall also mean any Affiliated Employer
which shall adopt this Plan with the approval of the Board of Directors of
National Bank of Commerce of Birmingham.  Such adopting Affiliated Employers
shall be "Participating Employers" in the Plan.  The following rules shall apply
with regard to Participating Employers:

      (a) The Trustee shall commingle, hold and invest as one Trust Fund all
contributions made by the Employer and Participating Employers, as well as all
increments thereof.  The assets of the Plan shall, on an ongoing basis, be
available to pay benefits to all Participants and beneficiaries under the Plan
without regard to the Employer or Participating Employer who contributed such
assets.

      (b) The transfer of any Participant from or to an Employer participating
in this Plan, whether he is an Employee of the Employer or a Participating
Employer, shall not affect such Participant's rights under the Plan, and the
Participant's Accrued Benefit as well as his accumulated service time with the
transferor or predecessor and his length of participation in the Plan, shall
continue to his credit.

      (c) Each Participating Employer shall be deemed to be a party to this
Plan; provided, however, that with respect to all of its relations with the
Trustee and Administrator for purposes of this Plan, each Participating Employer

                                  Page 9 of 58
<PAGE>

shall be deemed to have designated irrevocably the Employer as its agent. Unless
the context of the Plan clearly indicates the contrary, the word "Employer"
shall be deemed to include each Participating Employer as related to its
adoption of the Plan. However, with regard to provisions of the Plan under which
the "Employer" is authorized to act (such as, by way of example and not
limitation, amending or terminating the Plan, removing the Trustee, determining
claims, etc.), such action must be taken by the Employer, and the Participating
Employers shall have no power or authority to take such actions.

     Section 1.19. First Gulf Plan.  The First Gulf Bancorp Retirement Plan.
                   ---------------
See Section 1.41(b)(2) (Service Year or Year of Service).

     Section 1.20. Former Participant.  "Former Participant" shall mean any
                   ------------------
Employee of the Employer who has been a Participant, but who has ceased to be a
Participant for any reason.

     Section 1.21. Highly Compensated Employee, Highly Compensated Former
                   ------------------------------------------------------
Employee, and Highly Compensated Participant.
--------------------------------------------

     (a)  "Highly Compensated Employee" shall mean, for Plan Years beginning
after December 31, 1996, an Employee described in Code Section 414(q) and the
Regulations thereunder, and generally means an Employee who performed services
for the Employer during the "determination year" and is in one or more of the
following groups:

          (1)  Employees who at any time during the "determination year" or
     "look-back year" were "five percent owners." See Section 7.02.

          (2)  Employees who received "415 Compensation" during the "look-back
     year" from the Employer in excess of $80,000.

          The "determination year" shall be the Plan Year for which testing is
     being performed, and the "look-back year" shall be the immediately
     preceding twelve-month period.

          For purposes of this Section, the determination of "415 Compensation"
     shall be made by including amounts which are contributed by the Employer
     pursuant to a salary reduction agreement and which are not includible in
     the gross income of the Participant under Code Section 125, 402(e)(3),
     402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in
     Code Section 414(h)(2) that are treated as Employer contributions.
     Additionally, the dollar threshold amounts specified in (a)(2) above shall
     be adjusted at such time and in such manner as is provided under Code
     Section 415(d), accept that the base period shall be the calendar year
     ending September 30, 1996.  In the case of such an adjustment, the dollar
     limits which shall be applied are those for the calendar year in which the
     "determination year" or "look-back year" begins.

          In determining who is a Highly Compensated Employee, Employees who
     are non-resident aliens and who received no earned income (within the
     meaning of Code Section 911(d)(2)) from the Employer constituting United
     States source income within the meaning of Code Section 861(a)(3) shall not
     be treated as Employees.  Additionally, all Affiliated Employers shall be
     taken into account as a single employer and Leased Employees within the
     meaning of Code Section 414(n)(2) and 414(o)(2) shall be considered
     Employees unless such Leased Employees are covered by a plan described in
     Code Section 414(n)(5) and are not covered in any qualified plan maintained
     by the Employer.  The exclusion of Leased Employees for this purpose shall
     be applied on a uniform and consistent basis for all of the Employer's
     retirement plans.  Highly Compensated Former Employees shall be treated as
     Highly Compensated Employees without regard to whether they performed
     services during the "determination year."

     (b)  "Highly Compensated Former Employee" shall mean a former Employee who
had a separation year prior to the "determination year" and was a Highly
Compensated Employee in the year of separation from service or in any

                                 Page 10 of 58
<PAGE>

"determination year" after attaining age 55. Notwithstanding the foregoing, an
Employee who separated from service prior to 1987 will be treated as a Highly
Compensated Former Employee only if during the separation year (or year
preceding the separation year) or any year after the Employee attains age 55 (or
the last year ending before the Employee's 55th birthday), the Employee either
received "415 Compensation" in excess of $50,000 or was a "five percent owner."
For purposes of this Section, "determination year," "415 Compensation" and "five
percent owner" shall be determined in accordance with Section 1.21(a). Highly
Compensated Former Employees shall be treated as Highly Compensated Employees.
The method set forth in this Section for determining who is a "Highly
Compensated Former Employee" shall be applied on a uniform and consistent basis
for all purposes for which the Code Section 414(q) definition is applicable.

     (c)  "Highly Compensated Participant" means any Highly Compensated Employee
who is eligible to participate in the Plan.

                                 Page 11 of 58
<PAGE>

     Section 1.22.  Hour of Service.
                    ---------------

     (a)  "Hour of Service" shall mean:

          (1)  Each hour for which an Employee is paid, or entitled to payment,
     for the performance of duties for the Employer. Hours of Service will be
     credited to the Employee for the computation period in which the duties are
     performed; and

          (2)  Each Hour of Service for which an Employee is paid, or entitled
     to payment, by the Employer on account of a period of time during which no
     duties are performed (irrespective of whether the employment relationship
     has terminated) due to vacation, holiday, illness, incapacity (including
     disability), layoff, jury duty, military duty or leave-of-absence. No more
     than 501 Hours of Service will be credited under this paragraph for a
     single continuous period (whether or not the period occurs in a single
     period). Hours of Service under this paragraph will be calculated and
     credited pursuant to Section 2530.200b-2 of the Department of Labor
     Regulations which is incorporated herein by this reference; and

          (3)  Each Hour of Service for which back pay, irrespective of
     mitigation of damages, is either awarded or agreed to by the Employer. The
     same Hours of Service shall not be credited both under the immediately
     preceding paragraph (1) or the immediately preceding paragraph (2), as the
     case may be, and under this paragraph (3). These Hours of Service will be
     credited to the Employee for the computation period or periods to which the
     award or agreement pertains rather than the computation period in which the
     award, agreement, or payment is made.

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

     (c)  Hours of Service also will be credited for any individual who is
considered to be an employee for purposes of the Plan under Code Sections 414(n)
or 414(o).

     (d)  Solely for purposes of determining whether a Break in Service (as
defined in Section 1.09 for participation and vesting purposes) has occurred in
a computation period, an individual who is absent from work for maternity or
paternity reasons shall receive credit for the Hours of Service which would
otherwise have been credited to such individual but for such absence, or in any
case in which such hours cannot be determined, eight (8) Hours of Service per
day of such absence.  An absence from work for maternity or paternity reasons
means an absence (i) by reason of the pregnancy of the individual, (ii) by
reason of a birth of a child of the individual, (iii)  by reason of the
placement of a child with the individual in connection with the adoption of such
child by such individual, or (iv) for purposes of carrying for such child for a
period beginning immediately following such birth or placement.  Hours of
Service shall be credited (A) in the computation period in which the absence
begins if the crediting is necessary to prevent a Break in Service in that
period, or (B) in all other cases, in the following computation period.

     (e)  Employees who are exempt from the Fair Labor Standards Act shall be
credited, for all purposes hereof, with forty-five (45) Hours of Service for
each calendar week in which an Employee worked, or was paid or entitled to
payment for, at least one Hour of Service for the Employer.  Employees who are
not exempt from the Fair Labor Standards Act shall be credited, for all purposes
hereof, with Hours of Service in an amount equal to the actual number of hours
worked.

     Section 1.23.  Investment Manager.  "Investment Manager" shall mean an
                    ------------------
entity appointed by the Employer as provided in Section 2.03(b) who

                                 Page 12 of 58
<PAGE>

     (a)  has the power to manage, acquire, or dispose of any Plan asset;

     (b)  acknowledges fiduciary responsibility to the Plan in writing;

     (c)  has been designated as a "Qualified Plan Asset Manager" and/or
"Qualified Professional Asset Manager" so that the Investment Manager may
successfully pursue and obtain a QPAM exemption; and

     (d)  falls within at least one of the following categories:

          (1)  A registered investment adviser under the Investment Advisers Act
     of 1940 (15 U.S.C. Section 80a-1 et seq.);

          (2)  A bank (as defined in the Investment Advisers Act of 1940);

          (3)  A savings and loan association whose accounts are insured by the
     Federal Savings and Loan Insurance Corporation and that has made
     application for and been granted trust powers to manage, acquire, or
     dispose of plan assets by a state or federal authority having supervision
     over savings and loan associations; or

          (4)  An insurance company qualified to perform asset management,
     acquisition, and disposition services under the laws of more than one
     state.

     Section 1.24.  Key Employee.  See Section 7.02.
                    ------------

     Section 1.25.  Leased Employee.  A "Leased Employee" means, for Plan Years
                    ---------------
beginning after December 31, 1996, any person (other than an Employee of the
Employer) who pursuant to an agreement between the Employer and any other person
("leasing organization") has performed services for the Employer (or for the
Employer and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such services are performed under primary direction or control by the
Employer.  Contributions or benefits provided a Leased Employee by the leasing
organization which are attributable to services performed for the Employer shall
be treated as provided by the Employer.  A Leased Employee shall be considered
an Employee of the Employer, unless:

     (a)  Such Leased Employee is covered by a money purchase pension plan
providing:

          (1)  a non-integrated employer contribution rate of at least 10% of
     compensation, as defined in Code Section 415(c)(3), but including amounts,
     if any, which are contributed by the Employer pursuant to a salary
     reduction agreement and which are not includible in the gross income of the
     Participant under Code Sections 125, 402(e)(3), 402(h), 403(b) or 457, and
     Employee contributions, if any, described in Code Section 414(h)(2) that
     are treated as Employer contributions;

          (2)  immediate participation; and

          (3)  full and immediate vesting; and

     (b)  Leased Employees do not constitute more than 20% of the Employer's
non-highly compensated work force.

     Section 1.26.  Monthly Earnings.  "Monthly Earnings" shall mean the total
                    ----------------
of a Participant's Annual Compensation, as defined in Section 1.06, from the
Employer, as averaged on a monthly basis.

                                 Page 13 of 58
<PAGE>

      Section 1.27.  Monthly Retirement Income.  A Participant's "Monthly
                     -------------------------
Retirement Income" commencing at his or her Normal Retirement Date shall be
calculated pursuant to Section 3.01 on the basis of the following assumptions:

     (a)  That the Participant's Average Monthly Earnings at date of calculation
would have been his or her Average Monthly Earnings at his or her Normal
Retirement Date, and

     (b)  That his or her Continuous Service would have continued uninterrupted
until his or her Normal Retirement Date.

The amount determined in accordance with this Section 1.27 shall be multiplied
by a fraction, the numerator of which shall be the Participant's Continuous
Service as of the calculation date and the denominator of which shall be the
Continuous Service the Participant would have accumulated had he or she
continued until his or her Normal Retirement Date without interruption of his or
her service.

      Section 1.28. Named Fiduciary.  See Section 2.01.
                    ---------------

      Section 1.29. Non-Highly Compensated Participant.  "Non-Highly Compensated
                    ----------------------------------
Participant" shall mean any Participant who is not a Highly Compensated Employee
and, for Plan Years beginning prior to January 1, 1997, is not a "family member"
under Code Section 414(q)(6)(B).

      Section 1.30. Non-Key Employee.  A "Non-Key Employee" shall mean any
                    ----------------
Employee or former Employee (and his or her beneficiaries) who is not a Key
Employee.

      Section 1.31. Normal Retirement Date.
                    ----------------------

     (a)  "Normal Retirement Date" shall mean the first day of the month
coincident with or immediately preceding a Participant's sixty-fifth (65th)
birthday.

     (b)  With respect to persons whose first Hour of Service with the Employer
is on or after January 1, 1989, Normal Retirement Date shall mean, if later than
attainment of age sixty-five (65), the first day of the month coinciding with or
next following the completion of five (5) years of Continuous Service (or, if
earlier, five (5) Service Years).


     Section 1.32.  Participant.
                    -----------

     (a)  "Participant" shall mean any Employee of the Employer who was employed
by the Employer on January 1, 1982 (provided that at such time the Employee was
under the age of 65) or is thereafter hired by the Employer. Provided, however,
that any Employee who had been a Participant and is rehired shall be a
Participant as of his or her date of rehire.  Any employee of MetroBank at the
time of the sale of its stock to National Commerce Corporation shall become a
Participant if employed by the Employer on or after such time, but no benefits
shall be accrued under the Plan with respect to any service prior to such time.

     (b)  Leased Employees shall not be eligible to participate in the Plan.

     Section 1.33.  PBGC.  "PBGC" shall mean the Pension Benefit Guaranty
                    ----
Corporation.

     Section 1.34.  Plan.  "Plan" refers to the National Bank of Commerce
                    ----
Pension Plan.

     Section 1.35.  Plan Administrator.  The Employer shall be the "Plan
                    ------------------
Administrator" within the

                                 Page 14 of 58
<PAGE>

meaning of ERISA, unless the Employer, pursuant to Section 2.02(b), designates
another person or entity to administer the Plan on behalf of the Employer.

     Section 1.36.  Plan Year.  "Plan Year" shall mean each twelve (12) month
                    ---------
period which begins on January 1.  Plan Years will be the vesting computation
and accrual computation periods for purposes of the Plan.

     Section 1.37.  Pre-retirement Survivor Annuity.  "Pre-retirement Survivor
                    -------------------------------
Annuity" shall mean an immediate annuity form of payment for the life of the
surviving spouse of a Participant who dies prior to his or her annuity starting
date.

     Section 1.38.  Regulation.  "Regulation" shall mean Income Tax Regulations
                    ----------
as promulgated by the Secretary of the Treasury or his or her delegate, and as
amended from time to time and/or Department of Labor Regulations under the Act
promulgated by the Department of Labor, as amended from time to time.

     Section 1.39.  Required Beginning Date.  The Required Beginning Date for an
                    -----------------------
active and inactive Participant is April 1 following the calendar year in which
he or she reaches age 70 1/2.  However, the Required Beginning Date for an
active Participant who reached age 70 1/2 before 1988, and who was not a 5-
percent owner, is his or her actual retirement date.  A Participant will be
treated as a 5-percent owner if he or she owns or owned at least 5 percent of
any Employer at any time during the Plan Year ending within the calendar year in
which he or she reaches age 66 1/2 or any subsequent Plan Year.  See also
Sections 3.05, 3.06 and 3.09.

     Section 1.40.  Retired Participant.  A "Retired Participant" is a person
                    -------------------
who has been a Participant, but who has become entitled to retirement benefits
under the Plan.

     Section 1.41.  Service Year or Year of Service.  "Service Year" or "Year of
                    -------------------------------
Service," for vesting purposes only, shall mean

     (a)  With respect to calendar years 1980 and 1981, the number of full years
(and monthly fractions) of Continuous Service determined pursuant to Section
1.12, and

     (b)  With respect to Plan Years after 1981, a Plan Year during which an
Employee has completed 1,000 or more Hours of Service.  Provided, however, that
for any Plan Year in which an Employee is not entitled to credit for a Service
Year, he or she shall receive as a Service Year the number of months of
Continuous Service determined for such Plan Year under Section 1.12.

          (1)  The calculations under the immediately preceding paragraph (b)
     shall include periods of time before and after any absences or Breaks in
     Service, except as follows:

               (i)  Service Years of an Employee who does not have any Vested
          interest pursuant to the provisions of the Plan at the time of his or
          her termination prior to January 1, 1985 will be eliminated if he or
          she incurs a number of consecutive Breaks in Service equal to or
          exceeding his or her aggregate number of Service Years at the time of
          his or her return to employment prior to January 1, 1985.

               (ii) With respect to resumptions of employment occurring on or
          after January 1, 1985, an Employee will be credited or rehire with all
          Service Years credited prior to his or her termination unless, with
          respect to an Employee who does not have any nonforfeitable right to
          an Accrued Benefit hereunder, the number of consecutive Breaks in
          Service equals or exceeds the greater of

                    (A)  five (5), or

                    (B)  the aggregate number of Service Years prior to the
               first Break in Service.

                                 Page 15 of 58
<PAGE>

               (iii) If any Service Years of an Employee are not required to be
          taken into account by reason of the provisions of the immediately
          preceding subparagraphs (i) and (ii), then those Service Years
          referred to in (i) and (ii) are not required to be taken into account
          if there is a subsequent separation from service and rehire of the
          Employee.  Provided, however, that application of the immediately
          foregoing provision shall not cause the elimination of any Service
          Years for Employees who were active on January 1, 1982.

          (2)  Participants who, prior to becoming Participants in the Plan,
     were participants in the First Gulf Plan or employees eligible to
     participate thereunder shall have that number of "Service Years" through
     1985 counted for the purposes of vesting in the Plan to which they were
     entitled through December 31, 1985 under the provisions of the First Gulf
     Plan in effect upon the date of sale of MetroBank stock to National
     Commerce Corporation, as if employed by MetroBank through December 31,
     1985. The Plan Administrator shall obtain and preserve in the Plan's
     records the determination of vesting credit under the First Gulf Plan.

          (3)  Effective April 15, 1994, those employees of First American Bank
     of Pelham ("FAB") who became employees of the Employer effective as of
     April 15, 1994 shall have their number of "Service Years" with FAB through
     April 15, 1994 counted according to the provisions of Section 1.41 for
     purposes of vesting in the Plan. Service with FAB shall not be counted for
     purposes of determining Continuous Service. The Plan Administrator shall
     examine those records of FAB needed to determine, under Section 1.41, the
     vesting credit of each of the aforementioned employees due to employment by
     FAB, and the Plan Administrator shall preserve in the Plan's records his or
     her determination of said vesting credit.

          (4)  Former employees of St. Clair Federal Savings Bank, effectively
     employees of National Bank of Commerce of Birmingham as of October 17,
     1996, shall receive service credit for purposes of vesting hereunder for
     the ten and one-half (10 1/2) months that both St. Clair Federal Savings
     Bank and National Bank of Commerce reported to Alabama National
     BanCorporation.

     Section 1.42.  Terminated Participant.  A "Terminated Participant" is a
                    ----------------------
person who has been a Participant, but whose employment has been terminated
other than by death, Total and Permanent Disability, or retirement.

     Section 1.43.  Top Heavy Plan.  See Section 7.03.
                    --------------

     Section 1.44.  Top Heavy Plan Year.  "Top Heavy Plan Year" means a Plan
                    -------------------
Year during which the Plan is a Top Heavy Plan.

     Section 1.45.  Total and Permanent Disability.  "Total and Permanent
                    ------------------------------
Disability" shall mean disability resulting from bodily injury or disease so as
to prevent an Employee from engaging in any occupation or employment with the
Employer for remuneration or profit, provided that said disability shall have
continued for a period of six (6) consecutive months and, in the opinion of a
qualified physician chosen by the Employer, will be permanent and continuous
during the remainder of the Employee's life, but shall exclude a disability:

     (a)  Contracted, suffered or incurred while the Employee was engaged in, or
resulted from his or her having engaged in, a criminal enterprise;

     (b)  The result of his or her habitual drunkenness or addiction to or use
of narcotics;

     (c)  The result of a self-inflicted injury; or

     (d)  The result of future service in the Armed Forces of the United States
which prevents him or her from returning to the employment of the Company, and
for which he or she receives a military pension.

                                 Page 16 of 58
<PAGE>

     Section 1.46.  Trust Agreement.  "Trust Agreement" shall mean the Trust
                    ---------------
Agreement entered into by the Employer with the Trustee to hold the funds
necessary to provide the benefits as set forth in the Plan.

     Section 1.47.  Trustee.  "Trustee" shall mean the bank from time to time
                    -------
designated by the Employer to serve in such capacity with respect to the Plan.
The Trustee shall at all times be a banking corporation organized and doing
business under the laws of the United States of America or any state therein,
authorized under such laws to execute corporate trust powers and subject to
supervision or examination by Federal or State authority.


     Section 1.48   Trust Fund.  "Trust Fund" shall mean all cash, securities,
                    ----------
real estate, or any other property held by the Trustee pursuant to the terms of
the Trust Agreement, together with income therefrom.  As used herein "Trust
Fund" shall only refer to the allocable interest of the Plan as shown on the
records in and to a portion of the total assets and income administered by the
Trustee under the Trust Agreement with contributions furnished by the
corporation separately for purposes of each Plan whose assets are so commingled.

     Section 1.49   USERRA.  "USERRA" means the Uniformed Services Employment
                    ------
and Reemployment Rights Act of 1994.  Notwithstanding any provision of this Plan
to the contrary, effective December 12, 1994, contributions, benefits and
service credit with respect to qualified military service will be provided in
accordance Code Section 414(u).

     Section 1.50.  Vested.  "Vested" shall mean the portion of a Participant's
                    ------
benefits under the Plan which is not forfeitable.

                       ARTICLE II:  PLAN ADMINISTRATION
                       --------------------------------

     Section 2.01.  Named Fiduciary.
                    ---------------

     (a)  The Employer shall be the Named Fiduciary of the Plan within the
meaning of ERISA Section 402 and shall have authority to control and manage the
operation and administration of the Plan, unless the Board of Directors shall
appoint in writing and communicate to Participants another person, firm or
corporation to serve as Named Fiduciary.

     (b)  The following shall also be Named Fiduciaries of the Plan:

          (1)  The Board of Directors;

          (2)  The Trustee;

          (3)  Any entity designated as an Investment Manager or Named Fiduciary
     pursuant to a resolution of the Board of Directors of the Employer for the
     purpose of directing the Trustee in the investment or reinvestment of all
     or a part of the assets of the Trust, which resolution shall specify the
     portion, class or classes or dollar amount of the assets of the Trust with
     respect to which the Investment Manager or Named Fiduciary shall have
     investment discretion at the time of such appointment;

          (4)  Plan Administrator(s), if any, designated by the Employer
     pursuant to Section 2.02; and

          (5)  Any Affiliate whose employees are Participants in the Plan.

     Section 2.02.  Allocation Of Fiduciary Responsibilities; Designation Of A
                    ----------------------------------------------------------
Plan Administrator.
-------------------

     (a)  The Employer shall have the power to delegate and allocate specific
fiduciary responsibilities (other than

                                 Page 17 of 58
<PAGE>

those of the Trustee with respect to the control of the assets of the Plan),
including without limitation, to a Plan Administrator. Delegations of specific
fiduciary responsibilities may be to officers or employees of the Employer or to
other individuals, persons, firms or corporations, all of whom shall serve at
the pleasure of the Employer and, if full-time employees of the Employer,
without additional compensation by virtue of such duties. Vacancies created by
resignation, death or other cause may be filled by the Employer or the assigned
responsibilities may be reabsorbed or redelegated by the Employer. No person
shall be appointed by the Employer in violation of Section 411 of the Act.

     (b)  The Employer may designate a Plan Administrator to exercise the
powers, fulfill the responsibilities, and perform the duties enumerated in
Section 2.04. Any Plan Administrator so appointed shall signify acceptance of
such appointment by filing a written acceptance with the Employer.

          (1)  In the event the Employer does not exercise its power to
     designate a Plan Administrator, then the Employer, in addition to its
     responsibilities and duties under the Plan as Employer, shall serve in the
     capacity of Plan Administrator and shall exercise the powers, fulfill the
     responsibilities and perform the duties set forth in Section 2.04.

          (2)  If more than one Plan Administrator is appointed by the Employer,
     the responsibilities of each Plan Administrator may be specified by the
     Employer and accepted in writing by each Plan Administrator.  In the event
     that no such specification of responsibilities is made by the Employer, the
     Plan Administrators may allocate the responsibilities among themselves, in
     which event the Plan Administrators shall notify the Employer and the
     Trustee in writing of such action and specify the responsibilities of each
     Plan Administrator. The Trustee thereafter shall accept and rely upon any
     documents executed by the appropriate Plan Administrator until such time as
     the Employer or the Plan Administrators file with the Trustee a written
     revocation of such designation.  In the event there is more than one Plan
     Administrator and there has been no allocation and delegation of
     administrative authority among the Plan Administrators, then the Plan
     Administrators shall act by a majority of their number, but may authorize
     one or more of them to sign all papers on their behalf.

          (3)  A Plan Administrator may resign by delivering a written
     resignation to the Employer or be removed by the Employer by delivery of a
     written notice of removal, to take effect at a date specified therein or
     upon delivery to the Plan Administrator if no date is specified. The
     Employer, upon the resignation or removal of a Plan Administrator, shall
     promptly designate in writing a successor. If the Employer does not appoint
     a Plan Administrator, the Employer shall function as the Plan
     Administrator.

     (c)  The Employer and those persons to whom the Employer has delegated
fiduciary duties shall keep a record of all of their proceedings and actions and
shall maintain all such books of account, records and other data as shall be
necessary for the proper administration of the Plan and to meet the disclosure
and reporting requirements of the Act.

     Section 2.03.  Powers And Responsibilities Of The Employer.
                    -------------------------------------------

     (a)  The Employer shall be empowered to appoint and remove the Trustee and
appoint and remove the Plan Administrator as the Employer deems necessary for
the proper administration of the Plan to assure that the Plan is being operated
for the exclusive benefit of the Participants and their beneficiaries in
accordance with the terms of the Plan, the Code, and the Act.

     (b)  The Employer shall select, employ, and compensate from time to time
such pension consultants, actuaries, accountants, attorneys, advisers,
specialists and other agents and employees as the Employer may deem necessary or
advisable in the proper and efficient operation of the Plan.  Any agent or
employee so selected by the Employer may be a person or firm then, theretofore,
or thereafter serving the Employer in any capacity.  The Employer may, in its
discretion, appoint one or more Investment Managers to manage all or a
designated portion of the assets of the Plan. In such event, the Trustee, as
provided in Section 2.05(a), shall follow the directives of the Investment
Manger(s) in investing the assets of the Plan managed by the Investment
Manager(s).

     (c)  The Employer shall establish a "funding policy and method" (i.e., it
shall determine whether the Plan

                                 Page 18 of 58
<PAGE>

has a short run need for liquidity (e.g., to pay benefits) or whether liquidity
is a long run goal and investment growth (and stability of same) is a more
current need, or shall appoint a qualified person to do so. The Employer or its
delegate shall communicate such needs and goals to the Trustee, who shall
coordinate such Plan needs with its investment policy. The communication of such
a "funding policy and method" shall not, however, constitute a directive to the
Trustee as to the investment of the Trust Fund. Such "funding policy and method"
shall be consistent with the objectives of the Plan and the requirements of
Title I of the Act.

     (d)  The Employer shall periodically review the performance of any
fiduciary or other person to whom duties have been delegated or allocated by the
Employer under the provisions of the Plan or pursuant to procedures established
by the Plan. This requirement may be satisfied by formal periodic review by the
Employer or a qualified person specifically designated by the Employer, through
day-to-day contact and evaluation, or through other appropriate means.

     (e)  To enable the Plan Administrator to perform his or her functions, the
Employer shall supply full and timely information to the Plan Administrator on
all matters relating to the compensation of all Participants, their Hours of
Service, their Service Years, their Continuous Service, their retirement, death,
disability, or termination of employment, and such other pertinent facts as the
Plan Administrator may require.

     (f)  Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by the Board of Directors.

     Section 2.04.  Powers And Duties Of The Plan Administrator.
                    -------------------------------------------

     (a)  The primary responsibility of the Plan Administrator is to administer
the Plan for the exclusive benefit of the Participants and their beneficiaries,
subject to the specific terms of the Plan.

     (b)  The Plan Administrator shall administer the Plan in accordance with
its terms and shall have

          (1)  full and exclusive authority to determine all questions of
     coverage and eligibility arising under the Plan, and

          (2)  full power to construe the provisions of the Plan.

     The Plan Administrator shall have final, conclusive, discretionary
authority to construe all of the terms, provisions, conditions, and limitations
of the Plan.  The Plan Administrator shall have final, conclusive, discretionary
authority to make determinations regarding the eligibility of Members for
benefits under the Plan.  The aforementioned determinations and decisions of the
Plan Administrator shall be conclusive and binding upon all persons.

     (c)  The Plan Administrator may establish procedures, correct any defect,
supply any information, or reconcile any inconsistency in such manner and to
such extent as shall be deemed necessary or advisable to carry out the purpose
of the Plan; provided, however, that any procedure, discretionary act,
interpretation or construction shall be done in a nondiscriminatory manner based
upon uniform principles consistently applied and shall be consistent with the
intent that the Plan shall continue to be deemed a qualified plan under the
terms of Code Section 401(a), and shall comply with the terms of the Act and all
regulations issued pursuant thereto.  The Plan Administrator shall have all
powers necessary or appropriate to accomplish the Plan Administrator's duties
under the Plan.

     (d)  The Plan Administrator shall be charged with the general
administration of the Plan, including, but not limited to, the following:

          (1)  Determining all questions relating to the eligibility of
     Employees to become Participants, to remain

                                 Page 19 of 58
<PAGE>

     Participants in the Plan, and to receive benefits under the Plan. See
     Section 2.04(b).

          (2)  Interpreting the provisions of the Plan and making and publishing
     rules and regulations for the administration of the Plan that are
     consistent with the terms and provisions of the Plan and the Trust
     Agreement.  See Section 2.04(b).

          (3)  Selecting, employing and compensating from time to time such
     pension consultants, actuaries, accountants, attorneys, advisers,
     specialists and other agents and employees as the Plan Administrator may
     deem necessary or advisable in the proper and efficient administration of
     the Plan, subject to prior approval by the Employer. Any agent or employee
     so selected by the Plan Administrator may be a person or firm then,
     theretofore, or thereafter serving the Employer in any capacity.

          (4)  Selecting from time to time the issuing company or companies from
     which annuity contracts may be purchased as provided herein, and
     determining the form, type and kind of such contracts.

          (5)  Making all determinations and computations concerning the
     benefits, credits, and debits to which any Participant or beneficiary may
     be entitled under the Plan. See Section 2.04(b).

          (6)  Authorizing and directing the Trustee to pay from the Trust Fund
     as an administrative expense all costs and expenses incurred by the Plan
     Administrator in the administration of the Plan not paid directly by the
     Employer.

          (7)  Computing, certifying, and directing the Trustee with respect to
     the amount and the kind of benefits to which a Participant shall be
     entitled under the Plan.

          (8)  Authorizing and directing the Trustee with regard to all
     nondiscretionary or otherwise directed disbursements from the Trust.

          (9)  Keeping a record of all actions taken and to keeping all other
     books of account, records, and other data as may be necessary for the
     proper administration of the Plan and being responsible for supplying all
     information and reports to the Internal Revenue Service, Department of
     Labor, Participants, beneficiaries and others as required by law.

          (10) Computing and certifying to the Employer and to the Trustee from
     time to time the sums of money necessary or desirable to be contributed to
     the Plan.

          (11) Consulting with the Employer and the Trustee regarding the short
     and the long-term liquidity needs of the Plan in order that the Trustee can
     exercise any investment discretion in a manner designed to accomplish
     specific objectives.

          (12) Preparing and distributing any required notices and distribution
     forms, including but not limited to, notices concerning annuity
     distributions, as required by the Act and the Regulations thereunder.

          (13) Assisting any Participant regarding his or her rights, benefits,
     or elections available under the Plan.

          (14) Determining whether a Participant is disabled for the purposes of
     Section 3.04.

     (e)  The Plan Administrator may rely upon the information furnished to the
Plan Administrator by the Employer under Section 2.03(e) and shall have no duty
or responsibility to verify such information.  The Plan Administrator shall
advise the Trustee of such information provided by the Employer as may be
pertinent to the Trustee's duties under the Plan.

                                 Page 20 of 58
<PAGE>

     Section 2.05.  Powers And Duties Of The Trustee.
                    --------------------------------

     (a)  The Trustee shall have such powers to hold, invest, reinvest, control,
and disburse funds as at that time shall be set forth in the Trust Agreement.
The Trustee shall exercise the aforementioned powers consistent with the
"funding method" and "funding standards" referred to in Article IV and subject
to the direction of one or more Investment Managers as to all or a portion of
the assets of the Plan, if the Employer should appoint such Investment
Manager(s) as provided in Section 2.03(b).

     (b)  The Employer may remove the Trustee at any time upon notice required
by the terms of the Trust Agreement, and upon such removal or upon the
resignation of the Trustee, the Board of Directors shall designate and appoint a
successor Trustee.

     Section 2.06.  Powers And Duties Of The Actuary.
                    --------------------------------

     (a)  The Actuary employed by the Employer shall make all actuarial
calculations and perform all duties required of the Actuary and/or necessary in
the administration of the Plan.  Neither the Employer nor the Trustee shall be
liable for the actuarial correctness of any determination made by the Actuary.

     (b)  In making an actuarial valuation of the Plan and Trust from time to
time, the Actuary may rely upon the written statement of the Trustee concerning
the assets in the Trust and shall not be required to make any independent
calculations with respect thereto.  The Actuary shall certify to the Employer in
writing the results of the calculations required of the Actuary and the
Employer, Plan Administrator, and the Trustee may rely thereon.  In making all
calculations hereunder, the Actuary shall use such actuarial tables as the
Actuary deems appropriate, but the Actuary shall use the same tables in making
calculations during a specified period; provided, however, the Actuary, with the
consent of the Employer, may from time to time change the actuarial tables and
other assumptions used by him or her hereunder.

     (c)  The Employer, Plan Administrator, and the Trustee shall furnish the
Actuary such information concerning Employees, payrolls, and other related data
as the Actuary may require from time to time.  The Actuary may rely upon any
information furnished to the Actuary by the Employer, Plan Administrator, or the
Trustee.

     Section 2.07.  Claims For Benefits.
                    -------------------

     (a)  A Claimant must make a claim in writing to the Plan Administrator for
any benefit under the provisions of the Plan.

     (b)  The Plan Administrator shall, within ninety (90) days of receipt of
such claim, provide to the Claimant written notice of the disposition of the
claim.  If the Plan Administrator denies in whole or in part a claim for
benefits, write a letter to the Claimant setting forth the reasons for denial in
language calculated to be understood by the Claimant, with specific reference to
applicable Plan provisions and an explanation of the necessary steps to be taken
by the Claimant to perfect the claim.  The Claimant shall also be furnished an
explanation of the Plan's review procedure.  Even if the Claimant does not
receive such notice within such period, he or she shall have the right to
proceed under paragraph (c), below, as in the case of receipt of a denial on the
90th day after filing.

     (c)  Any Claimant for a benefit (or, as applicable, his or her estate or
other representative or beneficiary) who has been denied a benefit by decision
of the Plan Administrator pursuant to the immediately preceding paragraph (b)
may, within sixty (60) days after receipt of the letter, referred to in the
immediately preceding paragraph (b), appeal to the Plan Administrator and
request a review of the denial of benefits with the opportunity to appear in
person or, at the Claimant's option, to submit his or her position in writing.
In the event a hearing is held, the Claimant may be represented by an attorney
or other representative of his or her choosing and shall have the opportunity to
submit written or oral evidence and arguments in support of his or her claim.
At the hearing (or prior thereto upon five (5)

                                 Page 21 of 58
<PAGE>

business days written notice to the Plan Administrator) the Claimant or his or
her representative shall have an opportunity to review all documents in the
possession of the Plan Administrator that are pertinent to the claim at issue
and to disallowance of the claim. Either the Claimant or the Plan Administrator
may cause a court reporter to attend the hearing and record the proceedings, and
in such event a complete written transcript of the proceedings shall be
furnished to both parties by the court reporter. The full expense of any such
court reporter and such transcripts shall be borne by the party causing the
court reporter to attend the hearing.

          The Plan Administrator, not later than sixty (60) days after receipt
of the request for review (or one hundred and twenty (120)) days, if a hearing
is held) after the request for review referred to in the foregoing provision of
this paragraph (c) is received, shall render a written decision written in a
manner calculated to be understood by the Claimant and mail the decision to the
Claimant at the Claimant's last address known to the Employer specifying by
reference to the Plan the reasons for the denial of such part or all of the
claimed benefits.

     (d)  The Plan Administrator shall cause to be paid promptly any part or all
of a benefit determined on review to be proper and otherwise due to be paid or,
if the claim related to a matter of record rather than payment, cause such
records to be properly changed.

     (e)  For purposes hereof, any calculation of Service Years, Continuous
Service, Vested interest or Accrued Benefits which is required or permitted to
be disclosed to any person with respect to the Plan shall be considered to have
been a "benefit claimed" if written challenge thereto or disagreement therewith
is filed by the recipient thereof with the Plan Administrator, and, in such
event, the foregoing provisions of this Section 2.07 shall apply.

     Section 2.08.  Completion Of Forms And Submission Of Proof By Participants.
                    -----------------------------------------------------------
Each Participant entitled to receive benefits under the Plan shall complete such
forms and furnish such proofs as shall be required by the Plan Administrator.

     Section 2.09.  Payment Of Expenses.  All expenses of administration may be
                    -------------------
paid out of the Trust Fund unless paid by the Employer.  Such expenses shall
include any expenses incident to the functioning of the Plan Administrator,
including, but not limited to, fees of pension consultants, actuaries,
accountants, attorneys, advisers, and other specialists and their agents, and
other costs of administering the Plan, including, to the extent provided in the
Trust Agreement, expenses incurred by the Trustee in performing its duties.
Until paid, the expenses shall constitute a liability of the Trust Fund.

                            ARTICLE III:  BENEFITS
                            ----------------------

     Section 3.01.  Normal Retirement.
                    -----------------

     (a)  When a Participant continues his or her employment with the Employer
to his or her Normal Retirement Date, he or she shall have a nonforfeitable
(Vested) right to a Monthly Retirement Income for life, in an amount calculated
by the Actuary and certified to the Trustee by the Employer. Upon termination of
services for the Employer on a Participant's Normal Retirement Date, the
Participant shall be entitled to receive payment of a Monthly Retirement Income.

     (b)  The amount of a Participant's Monthly Retirement Income payable on his
or her Normal Retirement Date shall be One and Three-Tenths percent (1.3%) of
the Participant's Average Monthly Earnings multiplied by his or her years of
Continuous Service.

     (c)  In no event shall a Participant receive a Monthly Retirement Income at
his or her Normal Retirement Date which is in excess of Fifty Percent (50%) of
his or her Monthly Earnings averaged during the twelve (12) months immediately
prior to his or her Normal Retirement Date, nor one which is less than the
largest periodic benefit that would have been payable to the Participant upon
separation from service at or prior to the Normal Retirement

                                 Page 22 of 58
<PAGE>

Date under the Plan.

     (d)  For purposes of comparing periodic benefits in the same form,
commencing prior to and at Normal Retirement Date, the greater benefit is
determined by converting the benefit payable prior to the Participant's Normal
Retirement Date into the same form of annuity benefit payable at the Normal
Retirement Date and comparing the amount of such annuity payments.

     (e)  No Retired Participant shall receive less than Fifty Dollars ($50.00)
per month; however, this Section 3.01(e) shall not apply to any Participant who
first performs an Hour of Service after December 31, 1988, or to any Participant
to whom Sections 3.01 or 3.02 do not apply.

                                 Page 23 of 58
<PAGE>

     Section 3.02.  Deferred Retirement.
                    -------------------

     (a)  A Participant whose employment terminates, for any reason other than
death, on the Deferred Retirement Date and before his or her Required Beginning
Date shall be entitled to receive a retirement benefit equal to his or her
Accrued Benefit as of his or her Deferred Retirement Date.

     (b)  A Participant who continues employment after his or her Normal
Retirement Date shall receive a Suspension of Benefits Notice pursuant to
Section 3.02(e) below.

     (c)  A Participant who continues employment after his or her Required
Beginning Date shall be entitled to receive a retirement benefit as described in
Article III.

     (d)  The annuity commencement date of any Participant who is to receive his
or her benefit pursuant to Section 3.02(a) shall be the first day of the month
coinciding with or next following his or her Deferred Retirement Date.

     (e)  Upon the reemployment, or continued employment, of a Participant after
his or her Normal Retirement Date, retirement benefits in pay status shall be
suspended only in accordance with the applicable provisions of Section 3.10.

     Section 3.03.  Early Retirement.  A Participant whose employment with the
                    ----------------
Employer is terminated except by death or Total and Permanent Disability may
retire from the employ of the Employer upon attainment of age sixty (60), and
the completion of at least seven (7) years of Continuous Service.  The amount of
the pension shall be computed in the same manner as a pension payable under
Section 3.01 except that it shall be based on Continuous Service and/or Average
Monthly Earnings to date of early retirement.  If a retiring or terminating
Participant has complied with the applicable requirements for early retirement
at the time his or her employment ceases, he or she may elect one of the
following benefits, subject to the provisions of Article III pertaining to the
distribution of benefits:

     (a)  A deferred pension at the age of sixty-five (65) in the full amount as
set forth in the Plan, but based on Continuous Service and/or Average Monthly
Earnings to date of early retirement; or

     (b)  An immediate pension, for Participants who are not receiving early
retirement benefits as of January 1, 1989, commencing at early retirement equal
to the Vested Accrued Benefit at the time of termination of active employment
but reduced by one-half percent (0.5%) for each month from Normal Retirement
Date to Early Retirement Date (subject to the receipt of all necessary consents
pursuant to Article III).

     Section 3.04.  Total And Permanent Disability.
                    ------------------------------

     (a)  If and when the Plan Administrator in his or her sole discretion and
based upon proper medical authority certified to by a physician of its choosing
and other information shall find a Participant with at least seven (7) years of
Continuous Service to be, at the time of the Participant's separation from
service, Totally and Permanently Disabled (see Section 1.45) and shall certify
such fact to the Trustee, then such disabled Participant shall be entitled to
receive the greater of the amount of Monthly Retirement Income the Participant
would have received under Section 3.01, or $100.00 per month.

     (b)  If the disabled Participant recovers prior to Normal Retirement Date,
the Plan Administrator shall immediately direct the Trustee to discontinue the
disability payments.

     (c)  If the disabled Participant recovers prior to Normal Retirement Date
and returns to the employ of the Employer within a period of time after recovery
which the Plan Administrator deems reasonable, he or she shall on

                                 Page 24 of 58
<PAGE>

actual return to employment again become an active Participant in the Plan and
shall be entitled to the benefits provided hereunder as if he or she had never
been Totally and Permanently Disabled; provided, however, that the benefits to
which he or she may become entitled hereunder shall be reduced by the Actuarial
Equivalent of the disability payments received, as certified to the Plan
Administrator by the Actuary.

     (d)  The Plan Administrator shall have the right from time to time to have
a medical examination or examinations made by a duly licensed physician or
physicians to determine whether total disability is continuing, and to ascertain
from the disabled Participant by warranties or otherwise the extent to which he
or she has had his or her earning ability restored, and upon such findings to
discontinue payments accordingly. If the disabled Participant refuses to submit
to such medical examinations, or to submit any other information requested, the
Plan Administrator shall have the power to suspend or withhold the payment of
any benefit until the Participant does so submit. Should a Participant falsify
any such statement, his or her benefit shall immediately terminate. Based upon
such examination and statement of the Participant, the Plan Administrator shall
determine whether the Participant is totally disabled, the extent of recovery
attained, or whether such disability has fully ceased. In the event a
Participant receives any benefit payments under the Plan because of a
misrepresentation regarding his or her recovery, or failure to disclose
recovery, the Plan Administrator will seek to obtain recovery of all such
payments, by offsetting subsequent retirement payments or by any other
reasonable means, to the extent that the Plan Administrator determines that the
amount involved warrants recovery efforts.

     Section 3.05.  Benefit Distribution.
                    --------------------

     (a)  General Application.  Subject to the provisions of the
          -------------------
Section 3.05(b)-(k) and Section 3.06 and notwithstanding any other provision of
the Plan, the form of an early, normal, or deferred retirement benefit or
disability retirement benefit (only if disabled Employee met the requirements of
Section 3.03 as well) under the Plan to a married Participant shall be a joint
and survivor annuity under which such Retired Participant will receive the
Actuarial Equivalent of his or her retirement benefit otherwise calculated
pursuant to the terms of the Plan during his or her lifetime following actual
retirement, and after his or her death one-half of such monthly income payable
to him or her shall be payable to his or her spouse for the lifetime of his or
her spouse.

          (1)  The provisions of Section 3.05(b)-(k) shall apply to any
     Participant who is credited with at least one Hour of Service with the
     Employer on or after August 23, 1984.

          (2)  On and after January 1, 1985, the provisions of Section 3.05(b)-
     (k) shall take precedence over any conflicting provision in the Plan, but
     shall not be construed so as to grant a benefit to any person, unless and
     only to the extent that by Plan provisions other than Section 3.05(b)-(k),
     the subject Participant or Former Participant would have, if living on the
     date of his or her death, a nonforfeitable right to any portion of his or
     her Accrued Benefit.


     (b)  Qualified Joint And Survivor Annuity; Immediate Life Annuity.  Unless
          ------------------------------------------------------------
otherwise elected by a Participant pursuant to a qualified election, as provided
below, a married Participant's Vested Accrued Benefit shall be paid in the form
of a qualified joint and survivor annuity.  An unmarried Participant's Vested
Accrued Benefit shall be paid in the form of an immediate life annuity.

          (1)  A qualified joint and survivor annuity is an annuity payable
     during the joint lives of the Participant and the Participant's spouse that
     commences immediately and which shall be the Actuarial Equivalent of an
     immediate life annuity, or, if greater, any optional form of benefit. Such
     joint and survivor benefits following the Participant's death shall
     continue to the spouse during the spouse's lifetime at a rate equal to
     fifty percent (50%) of the rate at which such benefits were payable to the
     Participant. This joint and 50% survivor annuity shall be considered the
     designated qualified joint and survivor annuity and automatic form of
     payment for the purposes of the Plan. However, the Participant may elect to
     receive a smaller annuity

                                 Page 25 of 58
<PAGE>

     benefit with continuation of payments to the Participant's spouse at the
     rate of one hundred percent (100%) of the rate payable to a Participant
     during his or her lifetime, which alternative joint and survivor annuity
     shall be the Actuarial Equivalent of the automatic joint and 50% survivor
     annuity.

          (2)  The joint and survivor annuity and the immediate life annuity
     forms of distribution shall be the Actuarial Equivalent of the benefits due
     the Participant.

          (3)  A Participant may elect to have the annuity applicable to him or
     her under Section 3.05(b) distributed upon attainment of the Earliest
     Retirement Age under the Plan.

     (c)  Spouse.  "Spouse," for the purposes of this Section 3.05, shall mean
          ------
the spouse of a Participant; provided, however, that a former spouse will be
treated as the Participant's spouse (and a current spouse will not be treated as
the Participant's spouse) to the extent provided under a qualified domestic
relations order as described in Code Section 414(p).

          (1)  Notwithstanding the provisions of this Section 3.05 or other Plan
     provisions, a person will not be treated as the spouse of a Participant or
     Former Participant unless the Participant and such person had been married
     through the one-year period ending on the earlier of

               (i)  the Participant's annuity starting date, or

               (ii) the date of the Participant's death.

          (2)  For the purposes of this Section 3.05, if

               (i)  a Participant marries within one year before the annuity
          starting date, and

               (ii) the Participant and his or her spouse in such marriage have
          been married for at least a one-year period ending on or before the
          date of his or her death,

     the Participant and such spouse shall be treated as having been married
     throughout the one-year period ending on his or her annuity starting date.


     (d)  Annuity Starting Date.  The annuity starting date is the first day of
          ---------------------
the first period for which an amount is paid as an annuity, or, in the case of a
benefit not payable in the form of an annuity, the first day on which all events
have occurred which entitle the Participant to such benefit.

          (1)  The annuity starting date for disability benefits shall be the
     date such benefits commence, if the disability benefit is not an auxiliary
     benefit.

          (2)  An auxiliary benefit is a disability benefit which does not
     reduce the benefit payable at the Normal Retirement Date.

     (e)  Qualified Election.  A qualified election is a waiver of a qualified
          ------------------
joint and survivor annuity or the immediate life annuity.

          (1)  Any election to waive the joint and survivor annuity must be made
     by the Participant in writing during the election period and be consented
     to by the Participant's spouse. If the spouse is legally incompetent to
     give consent, the spouse's legal guardian, even if such guardian is the
     Participant, may give consent. Such election shall designate a (1)
     beneficiary (including any class of beneficiaries or any

                                 Page 26 of 58
<PAGE>

     contingent beneficiaries) that may not be changed without spousal consent
     (unless the consent of the spouse expressly permits designations by the
     Participant without the requirement of further consent by the spouse) and
     (2) a form of benefits, that may not be changed without spousal consent
     (unless the consent of the spouse expressly permits designations by the
     Participant without the requirement of further consent by the spouse). Such
     spouse's consent shall be irrevocable and must acknowledge the effect of
     such election and be witnessed by a Plan representative or a notary public.
     Such consent shall not be required if it is established to the satisfaction
     of the Plan Administrator that the required consent cannot be obtained
     because there is no spouse, the spouse cannot be located, or other
     circumstances that may be prescribed by the Regulations. The election made
     by the Participant and consented to by his or her spouse may be revoked by
     the Participant in writing without the consent of the spouse at any time
     during the election period. The number of revocations shall not be limited.
     Any new election must comply with the requirements of this paragraph (e). A
     former spouse's waiver shall not be binding on a new spouse.

          (2)  An unmarried Participant may elect in writing to waive the
     immediate life annuity. The election must comply with the provisions of
     this Section 3.05(e) as if it were an election to waive the joint and
     survivor annuity by a married Participant, but without the spousal consent
     requirement.

     (f)  Election Period.  The election period to waive the joint and survivor
          ---------------
annuity shall be the ninety-day period ending on the "annuity starting date."

     (g)  Notice To Be Provided To Participants.  With regard to the qualified
          -------------------------------------
election, the Plan Administrator shall provide to the Participant, no less than
thirty (30) days and no more than ninety (90) days before the annuity starting
date, a written explanation of the following:

          (1)  The terms and conditions of the joint and survivor annuity, and


          (2)  The Participant's right to make, and the effect of, an election
     to waive the joint and survivor annuity, and

          (3)  The right of the Participant's spouse to consent to any election
     to waive the joint and survivor annuity, and

          (4)  The right of the Participant to revoke such election, and the
     effect of such revocation, and

          (5)  The relative values of the various optional forms of benefit
     under the Plan.

               (i)  Notwithstanding the other requirements of Section 3.05, the
          respective notices prescribed by Section 3.05(g) need not be given to
          a Participant if

                    (A)  the Plan "fully subsidizes" the costs of a qualified
               joint and survivor annuity, and

                    (B)  the Plan does not allow the Participant to waive the
               qualified joint and survivor annuity and does not allow a married
               Participant to designate a non-spouse beneficiary.

               (ii) For purposes of this Section 3.05(g), the Plan fully
          subsidizes the costs of a benefit if under the Plan no increase in
          cost or decrease in benefits to the Participant may result from the
          Participant's failure to elect another benefit.

     (h)  Lump Sum Distribution Option.  In the event a married Participant duly
          ----------------------------
elects pursuant to the immediately preceding paragraph (e) not to receive
benefits in the form of a joint and survivor annuity, or if such

                                 Page 27 of 58
<PAGE>

Participant is not married, in the form of an immediate life annuity, the Plan
Administrator, pursuant to the election of the Participant, shall direct that
the Participant's benefits be distributed in accordance with the provisions of
Section 3.08.

     (i)  Distribution Limitations.  Notwithstanding any provision in the Plan
          ------------------------
to the contrary, the distribution of a Participant's benefits made on or after
January 1, 1985 shall be made in accordance with the following requirements and
shall otherwise comply with Code Section 401(a)(9) and the Regulations
thereunder (including Regulation 1.401(a)(9)-2), the provisions of which are
incorporated herein by reference:

          (1)  A Participant's benefits shall be distributed to him or her not
     later than April 1st of the calendar year following the later of (i) the
     calendar year in which the Participant attains age 70 1/2 or (ii) the
     calendar year in which the Participant retires, provided, however, that
     this clause (ii) shall not apply in the case of a Participant who is a
     "five (5) percent owner" at any time during the five (5) Plan Year period
     ending in the calendar year in which he or she attains age 70 1/2 or, in
     the case of a Participant who becomes a "five (5) percent owner" during any
     subsequent Plan Year, clause (ii) shall no longer apply and the required
     beginning date shall be the April 1st of the calendar year following the
     calendar year in which such subsequent Plan Year ends. Alternatively,
     distributions to a Participant must begin no later than the applicable
     April 1st as determined under the preceding sentence and must be made over
     the life of the Participant (or the lives of the Participant and the
     Participant's designated beneficiary) or the life expectancy of the
     Participant (or the life expectancies of the Participant and his or her
     designated beneficiary) in accordance with Regulations.  Notwithstanding
     the foregoing, clause (ii) above shall not apply to any Participant unless
     the Participant had attained age 70 1/2 before January 1, 1988 and was not
     a "five (5) percent owner" at any time during the Plan Year ending with or
     within the calendar year in which the Participant attained age 66 1/2 or
     any subsequent Plan Year.

          (2)  Distributions to a Participant and his or her Beneficiaries shall
     only be made in accordance with the incidental death benefit requirements
     of Code Section 401(a)(9)(G) and the Regulations thereunder. Additionally,
     for calendar years beginning before 1989, distributions may also be made
     under an alternative method which provides that the then present value of
     the payments to be made over the period of the Participant's life
     expectancy exceeds fifty percent (50%) of the then present value of the
     total payments to be made to the Participant and his or her Beneficiaries.

     (j)  Calculation Of Life Expectancy.  Life expectancy and joint and last
          ------------------------------
survivor expectancy shall be computed using the return multiples in Tables V and
VI of Regulation 1.72-9.  For purposes of this Section 3.05, the life expectancy
of a Participant and a Participant's spouse (other than in the case of a life
annuity) shall not be subject to recalculation.

     (k)  Transitional Rule.  Subject to the spouse's right of consent afforded
          -----------------
under the Plan, the restrictions imposed by this Section 3.05 shall not apply if
a Participant has, prior to January 1, 1984, made a written designation to have
his or her retirement benefit paid in an alternative method acceptable under
Code Section 401(a) as in effect prior to the enactment of the Tax Equity and
Fiscal Responsibility Act of 1982.

     Section 3.06.  Distribution Of Benefits Upon Death.
                    -----------------------------------

     (a)  General Application.  The provisions of Section 3.06 shall apply to
          -------------------
any Participant who is credited with at least one Hour of Service with the
Employer on or after August 23, 1984. Under the provisions of Section 3.06, a
married Participant in active employment may elect to provide for the payment of
monthly benefits to his or her surviving spouse in the event of his or her death
while he or she is actively employed. On and after January 1, 1985, the
provisions of Section 3.06 shall take precedence over any conflicting provision
in the Plan, but shall not be construed so as to grant a benefit to any person,
unless and only to the extent that by Plan provisions other than Section 3.06,
the subject Participant or Former Participant would have, if living on the date
of his or her death, a

                                 Page 28 of 58
<PAGE>

nonforfeitable right to any portion of his or her Accrued Benefit.

          (1)  After January 1, 1985, certain Former Participants of the Plan,
     as provided in Article III, may elect to provide for the payment of monthly
     benefits to a surviving spouse in the event of the Participant's death
     while the Participant is actively employed.

          (2)  Prior to December 31, 1984, regardless of a Participant's
     election or failure to elect to provide for the payment of monthly benefits
     to the Participant's surviving spouse in the event of the Participant's
     death while the Participant was actively employed and regardless of the
     Participant's designation of a beneficiary, if a Participant remained
     employed past the Participant's Normal Retirement Date and died prior to
     termination of service with the Employer, the Participant's surviving
     spouse was entitled to receive a fifty percent (50%) survivor annuity as if
     the deceased Participant had retired on the day prior to the Participant's
     date of death and had been entitled under Section 3.05 to a qualified
     annuity with a fifty percent (50%) survivor benefit, which qualified
     annuity was the Actuarial Equivalent of the then value of the Participant's
     deferred payment account, provided that the Participant's surviving spouse
     had been married to the Participant throughout the one-year period ending
     on the Participant's date of death. Otherwise, if a Participant died after
     the Participant's Normal Retirement Date while still in the employ of the
     Employer under the Deferred Retirement provisions of the Plan, the
     Participant's surviving spouse, or if none, the Participant's beneficiary
     designated in a writing filed with the Employer (otherwise, the
     Participant's estate), was entitled to receive as a death benefit one-half
     of the value of the Participant's deferred payment account. The payment of
     the death benefit was made by the Trustee from the Trust Fund at such time,
     and in such form, as directed by the Employer.

               As used in the foregoing provisions of this Section 3.06(a)(2),
     "deferred payment account" refers to the single sum actuarial value of the
     Participant's Monthly Retirement Income as of the Participant's Normal
     Retirement Date, as calculated by the Actuary and certified to the Employer
     by the Actuary.  In calculating the assets and the liabilities of the Plan,
     the Actuary carried the Participant's deferred payment account as a
     liability of the Plan.

     (b)  Qualified Pre-retirement Survivor Annuity.
          -----------------------------------------

          (1)  Unless an optional form of benefit is selected within the
     election period pursuant to a qualified election,

               (i)  if a Participant dies after the Earliest Retirement Age, and

               (ii) thus would have been, if living, Vested in a benefit,

     the Participant's surviving spouse (if any) will receive the same benefit
     that would be payable if the Participant had retired with an immediate
     qualified joint and survivor annuity, unless an optional form of benefit is
     selected within the election period pursuant to a qualified election. The
     surviving spouse may direct that payment under the annuity commence within
     a reasonable period after the Participant's death.  If the surviving spouse
     does not so direct, payment of such benefit will commence at the time the
     Participant would have attained the later of his or her Normal Retirement
     Date or age 62.  However, the surviving spouse may elect a later
     commencement date, subject to the rules specified in Section 3.06(i).  The
     actuarial value of benefits which commence later than the date on which
     payments would have been made to the surviving spouse under a qualified
     joint and survivor annuity in accordance with this provision shall be
     adjusted to reflect the delayed payment.

          (2)  Unless an optional form of benefit is selected within the
     election period pursuant to a qualified election, if a Participant whose
     Accrued Benefits are Vested under the terms of the Plan dies on or before

                                 Page 29 of 58
<PAGE>

     the Earliest Retirement Age, the Participant's surviving spouse (if any)
     will receive the same benefit that would be payable if the Participant had:

               (i)   separated from service on the earlier of the actual time of
          separation or the date of his or her death,

               (ii)  survived to the Earliest Retirement Age,

               (iii) retired with an immediate joint and survivor annuity at the
          Earliest Retirement Age based on his or her Vested Accrued Benefit on
          his or her date of death, and

               (iv)  died on the day after the day on which said Participant
          would have attained the Earliest Retirement Age.

     (c)  Surviving Spouse.  "Surviving spouse," as used in this Section 3.06,
          ----------------
shall mean the surviving spouse of a Participant; provided, however, that a
former spouse will be treated as the Participant's surviving spouse (and a
current spouse will not be treated as the Participant's surviving spouse) to the
extent provided under a qualified domestic relations order as described in Code
Section 414(p).

          (1)  Notwithstanding the provisions of this Section 3.06 or other Plan
     provisions, a person will not be treated as the surviving spouse of a
     Participant or Former Participant unless the Participant and such person
     had been married through the one-year period ending on the earlier of

               (i)   the Participant's annuity starting date, or

               (ii)  the date of the Participant's death.

          (2)  For the purposes of this Section 3.06, if

               (i)   a Participant marries within one year before the annuity
          starting date, and

               (ii)  the Participant and his or her spouse in such marriage have
          been married for at least a one-year period ending on or before the
          date of his or her death,

     the Participant and such spouse shall be treated as having been married
     throughout the one-year period ending on his or her annuity starting date.

     (d)  Annuity Starting Date.  Annuity starting date shall have the meaning
          ---------------------
set forth in Section 3.05(d).

     (e)  Qualified Election.  A qualified election is a waiver of the Pre-
          ------------------
retirement Survivor Annuity.  Any election to waive the Pre-Retirement Survivor
Annuity before the Participant's death must be made by the Participant in
writing during the election period and shall require the spouse's irrevocable
consent in the same manner provided for in Section 3.05(e)(1).  Further, the
spouse's consent must acknowledge the specific nonspouse beneficiary.
Notwithstanding the foregoing, the nonspouse beneficiary need not be
acknowledged, provided the consent of the spouse acknowledges that the spouse
has the right to limit consent only to a specific beneficiary and that the
spouse voluntarily elects to relinquish such right.

     (f)  Election Period.  The election period to waive the Pre-Retirement
          ---------------
Survivor Annuity shall begin on the first day of the Plan Year in which the
Participant attains age 35 and end on the date of the Participant's death.  An
earlier waiver (with spousal consent) may be made provided (1) a written
explanation of the Pre-Retirement Survivor Annuity, which contains comparable
information to that required by Section 3.05(g), is given to the Participant and

                                 Page 30 of 58
<PAGE>

(2) such waiver becomes invalid at the beginning of the Plan Year in which the
Participant turns age 35, with any subsequent waiver being subject to the full
requirements of this Section 3.06.  In the event a Vested Participant separates
from service prior to the beginning of the election period, the election period
shall begin on the date of such separation from service.

     (g)  Notice To Be Provided To Participants.  With regard to the qualified
          -------------------------------------
election, the Plan Administrator shall provide each Participant within the
applicable period, with respect to such Participant (and consistent with
Regulations), a written explanation of the Pre-Retirement Survivor Annuity
containing comparable information to that required pursuant to Section 3.05(g).
For the purposes of this Section 3.06(g), the term "applicable period" means,
with respect to a Participant, whichever of the following periods ends last:

          (1)  The period beginning with the first day of the Plan Year in which
     the Participant attains age 32 and ending with the close of the Plan Year
     preceding the Plan Year in which the Participant attains age 35;

          (2)  A reasonable period after the individual becomes a Participant;

          (3)  A reasonable period ending after the Plan no longer fully
     subsidizes the cost of the Pre-Retirement Survivor Annuity with respect to
     the Participant;

          (4)  A reasonable period ending after Code Section 401(a)(11) applies
     to the Participant; or

          (5)  A reasonable period after separation from service in the case of
     a Participant who separates before attaining age 35. For this purpose, the
     Plan Administrator must provide the explanation beginning one year before
     the separation from service and ending one year after such separation. If
     such a Participant thereafter returns to employment with the Employer, the
     applicable period for such Participant shall be redetermined.

     For purposes of applying this Section 3.06(g), a reasonable period ending
after the enumerated events described in the immediately preceding paragraphs
(2), (3) and (4) is the end of the two year period beginning one year prior to
the date the applicable event occurs, and ending one year after that date.

               (i)  Notwithstanding the other requirements of Section 3.06, the
          respective notices prescribed by Section 3.06 need not be given to a
          Participant if

                    (A)  the Plan "fully subsidizes" the costs of a qualified
               Pre-retirement Survivor Annuity, and

                    (B)  the Plan does not allow the Participant to waive the
     qualified Pre-retirement Survivor Annuity and does not allow a married
     Participant to designate a non-spouse beneficiary.

               (ii) For purposes of this Section 3.06, the Plan fully subsidizes
          the costs of a benefit if under the Plan no increase in cost or
          decrease in benefits to the Participant may result from the
          Participant's failure to elect another benefit.

     (h)  Lump Sum Distribution Option.  In the event the death benefit is not
          ----------------------------
distributed in the form of a Pre-Retirement Survivor Annuity, it shall be
distributed in accordance with the provisions of Section 3.08.

     (i)  Distribution Limitations.  Notwithstanding any provision in the Plan
          ------------------------
to the contrary, distributions upon the death of a Participant made on or after
January 1, 1985 shall be made in accordance with the following requirements and
shall otherwise comply with Code Section 401(a)(9) and the Regulations
thereunder.  Distributions to the Participant's surviving spouse must commence
on or before the later of: (1) December 31st of the calendar year immediately
following the calendar year in which the Participant died; or (2) December
31st of the calendar year in

                                 Page 31 of 58
<PAGE>

which the Participant would have attained age 70 1/2. If it is determined
pursuant to Regulations that the distribution of a Participant's interest has
begun and the Participant dies before his or her entire interest has been
distributed to him or her, the remaining portion of such interest shall be
distributed at least as rapidly as under the method of distribution selected
pursuant to Section 3.05 as of his or her date of death.

     However, the 5-year distribution requirement of the immediately preceding
paragraph shall not apply to any portion of the deceased Participant's interest
which is payable to or for the benefit of a designated beneficiary.  In such
event, such portion may, at the election of the Participant (or the
Participant's designated beneficiary), be distributed over the life of such
designated beneficiary (or over a period not extending beyond the life
expectancy of such designated beneficiary) provided such distribution begins not
later than December 31st of the calendar year immediately following the calendar
year in which the Participant died.  However, in the event the Participant's
surviving spouse is his or her beneficiary, the requirement that distributions
commence within one year of a Participant's death shall not apply.  In lieu
thereof, distributions must commence on or before the later of: (1) December
31st of the calendar year immediately following the calendar year in which the
Participant died; or (2) December 31st of the calendar year in which the
Participant would have attained age 70 1/2.  If the surviving spouse dies before
distributions to such spouse begin, then the 5-year distribution requirement of
this Section shall apply as if the spouse was the Participant.

     For purposes of Section 3.05(i), the election by a designated beneficiary
to be excepted from the 5-year distribution requirement must be made no later
than December 31st of the calendar year following the calendar year of the
Participant's death.  Except, however, with respect to a designated beneficiary
who is the Participant's surviving spouse, the election must be made by the
earlier of: (1) December 31st of the calendar year immediately following the
calendar year in which the Participant died or, if later, the calendar year in
which the Participant would have attained age 70 1/2; or (2) December 31st of
the calendar year which contains the fifth anniversary of the date of the
Participant's death.  An election by a designated beneficiary must be in writing
and shall be irrevocable as of the last day of the election period stated
herein.  In the absence of an election by the Participant or a designated
beneficiary, the 5-year distribution requirement shall apply.

     (j)  Calculation Of Life Expectancy.  Life expectancy and joint and last
          ------------------------------
survivor expectancy shall be computed using the return multiples in Tables V and
VI of Regulation 1.72-9.  For purposes of this Section 3.06, the life expectancy
of a Participant and a Participant's spouse (other than in the case of a life
annuity) shall not be subject to recalculation.

     (k)  Transitional Rule.  Subject to the spouse's right of consent afforded
          -----------------
under the Plan, the restrictions imposed by this Section shall not apply if a
Participant has, prior to January 1, 1984, made a written designation to have
his or her death benefits paid in an alternative method acceptable under Code
Section 401(a) as in effect prior to the enactment of the Tax Equity and Fiscal
Responsibility Act of 1982.

     Section 3.07.  Determination Of Accrued Benefits Upon Termination.
                    ---------------------------------------------------

     (a)  When the employment of a Participant by the Employer shall be
terminated for any reason other than death or retirement (including disability
retirement, early retirement, or deferred retirement), such Participant shall
cease to be an active Participant in the Plan, and the Accrued Benefit of such
Participant shall be determined as follows:

          (1)  With respect to Employees who have at least one Hour of Service
     on or after January 1, 1989: If at the time of termination as an Employee
     (or if employed thereafter by the Employer in any capacity or by an
     Affiliate, at the time of termination of service for the Employer and all
     Affiliates) the Employee is a Participant with either seven (7) years of
     Continuous Service or five (5) Service Years, the Accrued Benefit under the
     Plan shall be Vested and payable at Normal Retirement Age in accordance
     with the benefit distribution provisions contained in Article III (and
     nonforfeitable except in the event of death prior to

                                 Page 32 of 58
<PAGE>

     Normal Retirement Date without a surviving spouse); or

          (2)  With respect to Employees who do not have at least one Hour of
     Service on or after January 1, 1989: If at the time of termination as an
     Employee (or if employed thereafter by the Employer in any capacity or by
     an Affiliate, at the time of termination of service for the Employer and
     all Affiliates) he or she was credited with at least ten (10) Service Years
     or at least seven (7) years of Continuous Service, such Employee shall be
     entitled to receive at his or her Normal Retirement Date a Monthly
     Retirement Income equal to his or her Accrued Benefit at date of
     termination as an Employee covered hereby.

     (b)  In lieu of the benefits provided by the immediately preceding Section
3.07(a), a Participant with at least ten (10) Service Years or at least seven
(7) years of Continuous Service who is no longer employed by any Employer or
Affiliate may at any time after attainment of age sixty (60) apply for an
immediate Monthly Retirement Income for life (subject to the benefit
distribution provisions of Article III) equal to the Actuarial Equivalent of the
benefit due at Normal Retirement Date under 3.07(a) above.  If such a person
dies prior to the commencement of benefits, no death benefit shall be payable
under the Plan.

     Section 3.08.  Lump Sum Distributions.
                    -----------------------

     (a)  Cash-Out Of Vested Accrued Benefits.
          -----------------------------------

          (1)  Notwithstanding the other provisions of the Plan, if after
     December 31, 1984

               (i)  the Actuarial Value of a terminated or retiring
          Participant's Vested Accrued Benefit as calculated at his or her date
          of severance is $5,000 ($3,500 for Plan Years beginning prior to
          January 1, 2000) or less, determined not pursuant to the immediately
          following paragraph (A), but in accordance with the applicable PBGC
          annuity factor for males in effect at the beginning of the Plan Year,
          or

               (ii) the Participant agrees in writing regardless of the amount
          of such Actuarial Value, but subject to the benefit distribution
          provisions of Article III, including but not limited to Section
          3.07(a),

     the Employer may, but need not, direct that the Actuarial Value of his or
     her Vested Accrued Benefits as calculated at his or her date of severance
     be paid in a lump sum to such Terminated Participant, with interest at the
     rate specified in the immediately following paragraph (A), from the date as
     of which the said value was calculated to the date as of which it was paid.

                         (A)  For the purposes of the immediately preceding
               paragraph (1), "Actuarial Value" means equality in the value of
               the aggregate amounts to be received under different forms of
               payment based upon the 1971 Group Annuity Mortality Table for
               males, with a five (5) year age setback for beneficiaries and
               interest at six percent (6%) per annum, compounded annually for
               other than lump sum payments, and for lump sum payments, interest
               at the rate used by the PBGC to value immediate annuities
               compounded annually, but not less than six percent (6%) per
               annum. In the event the assumptions stated in the immediately
               preceding sentence change, the Actuarial Value of the Accrued
               Benefit on or after the date of the change is the greater of the
               Actuarial Value of the Accrued Benefit as of the date of the
               change computed on the old basis or the Actuarial Value of the
               Accrued Benefit computed on the new basis.

                         (B)  In the event benefits are paid as provided in the
               immediately preceding paragraph (a), no other benefits of any
               type shall be payable to a Former Participant, or to his or her
               beneficiaries, receiving benefits as provided in the immediately
               preceding paragraph (a).

          (2)  Notwithstanding the immediately preceding paragraph (1) or any
     other Plan provision, including

                                 Page 33 of 58
<PAGE>

     without limitation the provisions of Article III pertaining to benefit
     distribution, the Plan Administrator

             (i)  shall direct distributions in lump sum of the Actuarial
          Equivalent of any Plan benefit due after January 1, 1989 which is
          $5,000 ($3,500 for Plan Years beginning prior to January 1, 2000) or
          less, and

            (ii)  shall not permit distributions in such form, even with the
          written request of Participant and spouse, if the Actuarial Equivalent
          is in excess of $25,000.

          The lump sum distributions shall discharge all obligations of the Plan
          with respect to the benefits so paid. If the Actuarial Equivalent of a
          Participant's Vested Accrued Benefit is zero, the Participant is
          deemed to have received a distribution of the Vested Accrued Benefit.

     (b)  Repayment Of Distribution Upon Re-employment.
          --------------------------------------------

          (1)  If a terminated or retiring Participant is subsequently re-
     employed and again becomes a Participant in the Plan, his or her Continuous
     Service shall not include (for purposes of accrual of benefits only but not
     for vesting) any periods of employment prior to his or her re-employment
     date, unless prior to his or her having five (5) consecutive one-year
     Breaks in Service the amount of such payment is repaid to the Trust Fund,
     plus interest at five percent (5%) per annum between the date of payment
     and the date of re-payment.


            (i)   Such five percent (5%) rate shall automatically be adjusted to
          reflect any Regulation issued by the Secretary of Treasury changing
          such interest rate for mandatory Employee contributions.

            (ii)  If such amount (plus interest) is repaid, the Participant's
          Continuous Service shall be based on all periods of employment.

            (iii) The provisions of the foregoing paragraph (b) have no effect
          on Service Years for vesting purposes.

          (2)  Effective on and after January 1, 1987, only in the event that a
     partial vesting rule is applicable, a Former Participant who had received a
     lump sum pursuant to the Plan of a partially Vested interest shall have the
     right to restore his or her Employer-derived Accrued Benefit (including all
     optional forms of benefits and subsidies relating to such benefits) to the
     extent forfeited upon the repayment to the Plan of the full amount of the
     distribution plus interest, compounded annually from the date of
     distribution at the rate of five percent (5%).

            (i)   The repayment to the Plan must be made before the earlier of
          five (5) years after the first date on which the Participant is
          subsequently reemployed by the Employer, or the date the Participant
          incurs five (5) consecutive one-year Breaks in Service following the
          date of distribution.

            (ii)  If a Terminated Participant or Retired Participant is
          subsequently employed and becomes a Participant in the Plan and does
          not repay the full amount of the prior distribution, plus interest,
          within the time specified above, no Continuous Service shall be
          restored.

            (iii) For purposes of this Section, if the present value of a
          Participant's Vested Accrued Benefit is zero, the Participant shall be
          deemed to have received a distribution of such Vested Accrued Benefit.

            (iv)  If a Former Participant is deemed to receive a distribution
          pursuant to this Section and the Participant resumes employment
          covered under the Plan before the date the Participant incurs five (5)

                                 Page 34 of 58
<PAGE>

          consecutive one-year Breaks in Service, upon reemployment of such
          Participant, the Employer-derived Accrued Benefit will be restored to
          the amount of such Accrued Benefit on the date of the deemed
          distribution.

     (c)  Qualified Joint And Survivor Annuity.  Notwithstanding the foregoing
          ------------------------------------
provisions of this Section 3.08 and any other Plan provisions, the present value
of a Participant's joint and survivor annuity may not be paid without his or her
written consent if the present value exceeds, or has ever exceeded, $5,000
($3,500 for Plan Years beginning prior to January 1, 2000) at the time of any
prior distribution. Further, the spouse of a Participant must consent in writing
to any immediate distribution. If the present value of the Participant's benefit
does not exceed $5,000 ($3,500 for Plan Years beginning prior to January 1,
2000) and has never exceeded $5,000 ($3,500 for Plan Years beginning prior to
January 1, 2000) at the time of any prior distribution, the Plan Administrator
may immediately distribute such benefit without such Participant's consent. No
distribution may be made under the immediately preceding sentence after the
"annuity starting date," unless the Participant and his or her spouse consent in
writing to such distribution. Any written consent required under this paragraph
must be obtained not more than 90 days before commencement of the distribution
and shall be made in a manner consistent with Section 3.05(e).

     Any distribution to a Participant who has a benefit which exceeds, or has
ever exceeded, $5,000 ($3,500 for Plan Years beginning prior to January 1, 2000)
at the time of any prior distribution shall require such Participant's consent
if such distribution commences prior to the later of his or her Normal
Retirement Date or age 62.  With regard to this required consent:

          (1)  No consent shall be valid unless the Participant has received a
     general description of the material features and an explanation of the
     relative values of the optional forms of benefit available under the Plan
     that would satisfy the notice requirements of Code Section 417.

          (2)  The Participant must be informed of his or her right to defer
     receipt of the distribution. If a Participant fails to consent, it shall be
     deemed an election to defer the commencement of payment of any benefit.
     However, any election to defer the receipt of benefits shall not apply with
     respect to distributions which are required under Section 3.05(i).

          (3)  Notice of the rights specified under this paragraph shall be
     provided no less than 30 days and no more than 90 days before the "annuity
     starting date."

          (4)  Written consent of the Participant to the distribution must not
     be made before the Participant receives the notice and must not be made
     more than 90 days before the "annuity starting date."

          (5)  No consent shall be valid if a significant detriment is imposed
     under the Plan on any Participant who does not consent to the distribution.

     (d)  Qualified Pre-retirement Survivor Annuity.  Notwithstanding the
          -----------------------------------------
foregoing provisions of this Section 3.08 and any other Plan provisions, if the
present value of the Pre-retirement Survivor Annuity does not exceed $5,000
($3,500 for Plan Years beginning prior to January 1, 2000) and has never
exceeded $5,000 ($3,500 for Plan Years beginning prior to January 1, 2000) at
the time of any prior distribution, the Plan Administrator shall direct the
immediate distribution of such amount to the Participant's spouse. No
distribution may be made under the preceding sentence after the annuity starting
date unless the spouse consents in writing. If the value exceeds, or has ever
exceeded, $5,000 ($3,500 for Plan Years beginning prior to January 1, 2000) at
the time of any prior distribution, an immediate distribution of the entire
amount may be made to the surviving spouse, provided such surviving spouse
consents in writing to such distribution. Any written consent required under
this Paragraph must be obtained not more than 90 days before commencement of the
distribution and shall be made in a manner consistent with Section 3.05(e).

                                 Page 35 of 58
<PAGE>

     (e)  Annuity Option For Lump Sum Distributions In Excess Of $5,000 ($3,500
          ---------------------------------------------------------------------
for Plan Years Beginning Prior to January 1, 2000).  If an immediate lump sum
--------------------------------------------------
distribution in excess of $5,000 ($3,500 for Plan Years beginning prior to
January 1, 2000) is to be made pursuant to the foregoing provisions of this
Section 3.08, then the recipient of such a distribution may instead elect to
receive the distribution in the form of an immediate life annuity, and notice of
the option to elect payment through the form of an immediate life annuity shall
be given by the Plan Administrator as required under the Code and applicable
Regulations.

     Section 3.09. Maximum Benefit Payment Date.
                   ----------------------------

     (a)  Unless a Participant otherwise elects in a writing filed with the
Employer stating the amount of payments and the date they are to begin, the
payment of benefits, if any, due under the terms of the Plan to a Participant
shall begin not later than the 60th day after the latest of the close of the
Plan Year in which:

          (1) occurs the 65th birthday of the Participant,

          (2) occurs the 10th anniversary of the time the Participant commenced
     participation in the Plan, or

          (3) the Participant terminates his or her service with the Employer
     and all Affiliates.

     (b)  Notwithstanding the foregoing, in no event may benefits commence later
than the first day of April following the calendar year in which attainment of
age seventy and one-half (70 1/2) occurs.

     (c)  Notwithstanding the foregoing, the Accrued Benefit of a five percent
(5%) owner (as described in Code Section 416(i) determined with respect to the
Plan Year ending in the calendar year in which such individual attains age
seventy and one-half (70 1/2)) must be distributed, or commence to be
distributed, no later than the first day of April following the calendar year in
which such individual attains age seventy and one-half (70 1/2).

     Section 3.10. Suspension Of Benefits Upon Re-Employment Or Continued
                   ------------------------------------------------------
Employment.
----------

     (a)  No Suspension Of Benefits On And After January 1, 1994.
          ------------------------------------------------------
Notwithstanding the immediately following paragraph (b), on and after January 1,
1994 retirement benefits in pay status (1) shall not be suspended due to a
Participant's continued employment after his or her Normal Retirement Date and
(2) shall not be suspended as of a Retired Participant's date of rehire if the
Retired Participant is re-employed.  However, the aforementioned Participant's
Accrued Benefit or Retired Participant's Accrued Benefit, calculated at the time
of the subsequent termination of employment by the said Participant or Retired
Participant, shall be actuarially reduced to reflect prior benefit payments,
including, but not limited to, the prior payment of benefits in the form of a
lump sum.

     (b)  Suspension Of Benefits On And Before December 31, 1993.  On and before
          ------------------------------------------------------
December 31, 1993 and in accordance with the immediately following provisions of
this Section 3.10, the benefits of a Retired Participant will be suspended as of
the Retired Participant's date of rehire if the Retired Participant is re-
employed.

          (1)  Suspension of Benefits.  Retirement benefits in pay status shall
               ----------------------
     cease as of the date of rehire if the Retired Participant is re-employed
     and will be suspended for each calendar month during which the Employee
     completes at least forty (40) Hours of Service with the Employer in Covered
     Service.  The Actuarial Value of benefits which commence later than a
     Participant's Normal Retirement Date will be computed without regard to
     amounts which would have been suspended under the preceding sentence as if
     the Employee had been receiving benefits since his or her Normal Retirement
     Date.


          (2)  Resumption of Payment.  If benefit payments have been suspended,
               ---------------------
     payments shall resume no later than the first day of the third calendar
     month after the calendar month in which the Employee ceases to be

                                 Page 36 of 58
<PAGE>

     employed in Covered Service. The initial payment upon resumption shall
     include the payment scheduled to occur in the calendar month when payments
     resume, and any amounts withheld during the period between the cessation of
     Covered Service and the resumption of payments.

          (3)  Notification.  The Plan Administrator will notify the Employee by
               ------------
     personal delivery or first class mail during the first calendar month or
     payroll period in which the Plan withholds payments that his or her
     benefits are suspended. Such notifications shall contain a description of
     the specific reasons why benefit payments are being suspended, a
     description of the Plan provisions relating to the suspension of payments,
     a copy of such provisions, and a statement to the effect that applicable
     Department of Labor regulations may be found in Section 2530.203-3 of the
     Code of Federal Regulations. In the event the Plan Administrator fails to
     timely provide this notice to any Employee, his or her retirement benefit
     will include an amount equal to the greater of an Actuarial Equivalent
     increase for the period between the date when the notice was due and the
     date when it is delivered, or continued accruals for that period.

               (i)  The notification shall inform the Employee of the Plan's
          procedures for affording a review of the suspension of benefits.

               (ii) Requests for reviews may be considered in accordance with
          the claims procedure (see Section 2.07) adopted by the Plan pursuant
          to Section 503 of ERISA and applicable regulations.

          (4)  Amount suspended.
               ----------------

               (i)  Life Annuity. In the case of benefits payable periodically
                    ------------
          on a monthly basis for as long as a life (or lives) continues, such as
          a straight life annuity or a qualified joint and survivor annuity, an
          amount equal to the portion of a monthly benefit payment derived from
          Employer contributions.

               (ii) Other Benefit Forms.  In the case of a benefit payable in a
                    -------------------
          form other than the form described in the immediately preceding
          paragraph (1), above, an amount of the Employer-derived portion of
          benefit payments for a calendar month in which the Employee is
          employed in Covered Service, equal to the lesser of

                    (A)  The amount of benefits which would have been payable to
               the Employee if he or she had been receiving monthly benefits
               under the Plan since actual retirement based on a single life
               annuity commencing at actual retirement age; or

                    (B)  The actual amount paid or scheduled to be paid to the
               Employee for such month (payments which are scheduled to be paid
               less frequently than monthly may be converted to monthly
               payments).

          (5)  Effective January 1, 1987, only those foregoing provisions of
     Section 3.10(b)(1)-(4) that are inconsistent with the following provisions
     of this Section 3.10(b)(5) shall be superseded by the following provisions
     of this Section 3.10(b)(5):  Upon the continued employment or reemployment
     of a Participant after his or her Normal Retirement Date, the Plan
     Administrator shall provide such Participant with a written notice of
     suspension of benefit payment by personal delivery or certified mail in the
     month following his or her Normal Retirement Date.  Such notice will

               (i)  state that the suspension of benefit payments is due to
          employment after Normal Retirement Date,

               (ii) include a copy of amended Article III of the Plan and a
          statement that applicable Department of Labor Regulations may be found
          at Section 2530.203-3 of the Code of Federal

                                 Page 37 of 58
<PAGE>

          Regulations, and

            (iii)  state that the Participant may request a review of the
          suspension of his or her Plan benefit payments under the claim
          provisions of Section 2.07.

      Section 3.11. Direct Rollover.
                    ----------------

      (a) This Section 3.11 applies to distributions made on or after January 1,
1993. Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee's election under this Section 3.11, a distributee
may elect, at the time and in the manner prescribed by the Plan Administrator,
to have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.

     (b)  For the purposes of this Section 3.11, the following definitions shall
apply:

          (1)  An eligible rollover distribution is any distribution of all or
     any portion of the balance to the credit of the distributee, except that an
     eligible rollover distribution does not include:

               (i)   any distribution that is one of a series of substantially
          equal periodic payments (not less frequently than annually) made for
          the life (or life expectancy) of the distributee or the joint lives
          (or joint life expectancies) of the distributee and the distributee's
          designated beneficiary, or for a specified period of ten years or
          more;

               (ii)  any distribution to the extent such distribution is
          required under Code Section 401(a)(9);

               (iii) the portion of any distribution that is not includible in
          gross income (determined without regard to the exclusion for net
          unrealized appreciation with respect to employer securities, if any);
          and

               (iv)  any other distribution(s) that is reasonably expected to
          total less than $200 during a year.

          (2)  An eligible retirement plan is

               (i)   an individual retirement account described in Code Section
          408(a), an individual retirement annuity described in Code Section
          408(b);

               (ii)  an annuity plan described in Code Section 403(a); or

               (iii) a qualified plan described in Code Section 401(a), that
          accepts the distributee's eligible rollover distribution.

          However, in the case of an eligible rollover distribution to the
          surviving spouse, an eligible retirement plan is an individual
          retirement account or individual retirement annuity.

          (3)  A distributee includes an Employee or former Employee. In
     addition, the Employee's or former Employee's surviving spouse and the
     Employee's or former Employee's spouse or former spouse who is the
     alternate payee under a qualified domestic relations order, as defined in
     Code Section 414(p), are distributees with regard to the interest of the
     spouse or former spouse.

          (4)  A direct rollover is a payment by the plan to the eligible
     retirement plan specified by the distributee.

     Section 3.12. Appointment Of Guardian For Beneficiary.  In making any
                   ---------------------------------------
distribution to or for the benefit of any minor or incompetent beneficiary, the
Plan Administrator, in his or her sole, absolute and uncontrolled

                                 Page 38 of 58
<PAGE>

discretion may, but need not, order the Trustee to make such distribution to a
legal or natural guardian or other relative of such minor or court appointed
committee of incompetent temporarily or permanently resides, and any such
guardian, committee, relative or other person shall have full authority and
discretion to expend such distribution for the use and benefit of such minor or
incompetent, and the receipt of such guardian, committee, relative or other
person shall be a complete discharge to the Trustee, without any responsibility
on its part or on the part of the Employer or Plan Administrator to see to the
application thereof.

                    ARTICLE IV:  CONTRIBUTION AND VALUATION
                    ---------------------------------------

      Section 4.01. Deposit Of Funds.  The Employer shall deposit with the
                    ----------------
Trustee from time to time the funds actuarially necessary to provide the
benefits under the Plan for Participants and Beneficiaries in a manner
consistent with the funding standards mandated by ERISA and the applicable
regulations issued thereunder.

      Section 4.02. Payment Of Expenses.  The Employer will pay, or cause to be
                    -------------------
paid from the Trust Fund, all expenses of administering the Plan and the Trust
as may be mutually agreed upon by the Employer, Plan Administrator and Trustee
from time to time that may arise in connection with the Plan and Trust.

      Section 4.03. Periodic Actuarial Valuation.  The Actuary shall perform
                    ----------------------------
periodically an actuarial valuation of the Plan and Trust Fund and shall certify
to the Employer in writing the results of the valuation. The Actuary in his or
her actuarial valuation shall apply all gains arising in the operation of the
Plan, including but not limited to gains resulting from terminations of
employment of Participants prior to qualifying for benefits hereunder, to reduce
the contributions of the Employer pursuant to the funding method and actuarial
tables then in use.

      Section 4.04. Funding Standard Account.  A funding standard account shall
                    ------------------------
be established and maintained so that it may be determined whether or not the
Employer has complied with minimum funding standards.

      Section 4.05. Contributions By Mistake Of Fact.  Notwithstanding Section
                    --------------------------------
5.01(b), in the case of contributions made by the Employer by reason of a
mistake of fact, such contributions (or the portion thereof made in mistake) may
be returned to the Employer within one year after its payment into the Plan. Any
such amount returned may not include any income, earnings or gains attributable
to such nondeductible amount but shall be reduced by the proportionate part of
any loss of the Trust Fund between the time of its deposit in trust and the time
of its withdrawal.

      Section 4.06. Contributions Conditioned On Deductibility.  Any
                    ------------------------------------------
contribution by the Employer is conditioned upon its deductibility under
Sections 404 or 162 of the Code, as amended, and to the extent that any such
deduction may hereafter be disallowed, there shall be returned to the Employer
the portion of the contribution which is disallowed within one year of the
disallowance of the said deduction. Any such amount returned may not include any
income, earnings or gains attributable to such nondeductible amount but shall be
reduced by the proportionate part of any loss of the Trust Fund between the time
of its deposit in trust and the time of its withdrawal.


                  ARTICLE V:  TRUST FUND AND TRUST AGREEMENT
                  ------------------------------------------

      Section 5.01. Trust Fund.
                    ----------

      (a) The assets of the Plan shall be received, held in Trust, and disbursed
by the Trustee in accordance with the provisions of the Trust Agreement and the
provisions of the Plan.  See Section 2.05.

      (b) No part of the Trust Fund shall be used for or diverted to purposes
other than for the exclusive benefit of Participants, Retired Participants,
Disabled Participants, or their beneficiaries or spouses under the Plan prior to
the satisfaction of all liabilities hereunder with respect to them. The assets
of the Plan shall be held for the exclusive purposes of providing benefits to
Participants of the Plan (and to their beneficiaries) and of defraying
reasonable

                                 Page 39 of 58
<PAGE>

expenses of administering the Plan (including, without limitation, fees and
charges of the Trustee and Actuary) except that because of errors made in the
actuarial calculations of the liabilities of the Trust Fund, after all
liabilities and contingent liabilities to the Participants and their
beneficiaries as provided for herein have been fully satisfied, any remaining
balance may be returned to the Employer.

      (c) No person shall have any interest in or right to the Trust Fund or any
part thereof, except as specifically provided for in the Plan and/or the Trust
Agreement.

      Section 5.02. Trust Agreement.  The Trust Agreement shall be deemed to
                    ---------------
form a part of the Plan and all rights of Participants or others under the Plan
shall be subject to the provisions of the Trust Agreement.

                   ARTICLE VI:  MAXIMUM BENEFIT LIMITATIONS
                   ----------------------------------------

      Section 6.01. General.
                    -------

      (a) This Section 6.01(a), except for (2) below, applies regardless of
whether any Participant is or has ever been a participant in another qualified
plan maintained by the Employer. If any Participant is or has ever been a
participant in another qualified plan maintained by the Employer, or a welfare
benefit fund, as defined in Code Section 419(e), maintained by the Employer, or
an individual medical account, as defined in Code Section 415(l)(2), maintained
by the employer, or a simplified employee pension plan, as defined in Code
Section 408(k), maintained by the Employer, that provides an annual addition as
defined in Section 6.02, Section 6.01(b) is also applicable to that
Participant's benefits.

          (1)  The annual benefit otherwise payable to a Participant at any time
      will not exceed the maximum permissible amount. If the benefit the
      Participant would otherwise accrue in a limitation year would produce an
      annual benefit in excess of the maximum permissible amount, the rate of
      accrual will be reduced so that the annual benefit will equal the maximum
      permissible amount.

          (2)  The limitation in the immediately preceding paragraph (1) is
      deemed satisfied if the annual benefit payable to a Participant is not
      more than $1,000 multiplied by the Participant's number of years of
      service or parts thereof (not to exceed 10) with the Employer, and the
      Employer has not at any time maintained a defined contribution plan, a
      welfare benefit plan as defined in Code Section 419(e), or an individual
      medical account as defined in Code Section 415(l)(2) in which such
      Participant participated.

      (b) This Section 6.01(b) applies if any Participant is covered, or has
ever been covered, by another plan maintained by the Employer, including a
qualified plan, or a welfare benefit fund, as defined in Code Section 419(e), or
an individual medical account, as defined in Code Section 415(l)(2), which
provides an annual addition as described in Section 6.02.

          (1)  If a Participant is, or has ever been, covered under more than
     one defined benefit plan maintained by the Employer, the sum of the
     Participant's annual benefits from all such plans may not exceed the
     maximum permissible amount.

          (2)  For limitation years beginning prior to the first day of the
     first limitation year beginning after December 31, 1999, if the Employer
     maintains, or at any time maintained, one or more qualified defined
     contribution plans covering any Participant in this Plan, a welfare benefit
     fund, as defined in Code Section 419(e), an individual medical account as
     defined in Code Section 415(l)(2), or a simplified employee pension the sum
     of the Participant's defined contribution fraction and defined benefit
     fraction (as each fraction is defined below) will not exceed 1.0 in any
     limitation year and the annual benefit otherwise payable to the Participant
     under this Plan will be reduced so that such limitation is not exceeded.
     Such limitation shall be in lieu of any adjustment to annual additions
     under the Employer's defined contribution plan, if any, required

                                 Page 40 of 58
<PAGE>

     by the provisions of Code Section 415 and the Regulations thereunder.

       (3)  In the case of an individual who was a Participant in one or more
     defined benefit plans of the Employer as of the first day of the first
     limitation year beginning after December 31, 1986, the application of the
     limitations of this Section 6.01 shall not cause the maximum permissible
     amount for such individual under all such defined benefit plans to be less
     than the individual's current Accrued Benefit. The preceding sentence
     applies only if such defined benefit plans met the requirements of Code
     Section 415 for all limitation years beginning before January 1, 1987.

                                 Page 41 of 58
<PAGE>

     Section 6.02. Annual Additions.
                   ----------------

     (a) Annual additions are the sum of the following amounts credited to a
Participant's account for the limitation year:

        (1)  Employer contributions;

        (2)  Employee contributions;

        (3)  Forfeitures; and

        (4)  Amounts allocated after March 31, 1984 to an individual medical
     account as defined in Code Section 415(l)(2) which is part of a pension or
     annuity plan maintained by the Employer are treated as annual additions to
     a defined contribution plan. Also, amounts derived from contributions paid
     or accrued after December 31, 1985, in taxable years ending after such
     date, that are attributable to post-retirement medical benefits allocated
     to the separate account of a Key Employee, as defined in Code Section
     419A(d)(3), under a welfare benefit fund, as defined in Code Section
     419(e), are treated as annual additions to a defined contribution plan; and

        (5)  Allocations under a simplified employee pension.

     Section 6.03. Annual Benefit.  Annual benefit shall mean a retirement
                   --------------
benefit under the Plan which is payable annually in the form of a straight life
annuity. Except as provided below, a benefit payable in a form other than a
straight life annuity must be adjusted to an actuarially equivalent straight
life annuity before applying the limitations of this Section. The interest rate
assumption used to determine actuarial equivalence will be the greater of the
interest rate specified in Section 1.03 of this Plan or 5 percent. The annual
benefit does not include any benefits attributable to Employee contributions or
rollover contributions, or the assets transferred from a qualified plan that was
not maintained by the Employer. No actuarial adjustment to the benefit is
required for

     (a)  the value of a qualified joint and survivor annuity,

     (b)  the value of benefits that are not directly related to retirement
benefits (such as the qualified disability benefit, pre-retirement death
benefits, and post-retirement medical benefits), and

     (c)  the value of post-retirement cost-of-living increases made in
accordance with Code Section 415(d) and Section 1.415-3(c)(2)(iii) of the
Regulations.

     Section 6.04. Compensation.
                   ------------

     (a)  Compensation shall refer to wages, salaries, and fees for professional
services, and other amounts received (without regard to whether an amount is
paid in cash) for personal services actually rendered in the course of
employment with the Employer (to the extent that the amounts are includable in
gross income) including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of profits, commissions
on insurance premiums, tips, bonuses, fringe benefits, and reimbursements, or
other expense allowances under a nonaccountable plan (as described in 1.62-
2(c)).

     (b)  Compensation shall not include the following:

          (1)  Employer contributions to a deferred compensation plan which are
     not included in the Employee's gross income for the taxable year in which
     contributed or Employer contributions under a simplified employee pension
     plan to the extent such contributions are deductible by the Participant, or
     any distributions

                                 Page 42 of 58
<PAGE>

     from a plan of deferred compensation plan;

          (2)  Amounts realized from the exercise of a non-qualified stock
     option, or when restricted stock (or property) held by the Participant
     either becomes freely transferable or is no longer subject to a substantial
     risk of forfeiture;

          (3)  Amounts realized from the sale, exchange or other disposition of
     stock acquired under a qualified stock option; and

          (4)  Other amounts which received special tax benefits, or
     contributions made by the Employer (whether or not under a salary reduction
     agreement) towards the purchase of an annuity described in Code Section
     403(b) (whether or not the amounts are actually excludable from the gross
     income of the Participant).

     (c)  Compensation for a limitation year is the compensation actually paid
or made available during such limitation year.

     Section 6.05. Current Accrued Benefit.  Current accrued benefit shall mean
                   -----------------------
a Participant's Accrued Benefit under the Plan, determined as if the Participant
had separated from service as of the close of the last limitation year beginning
before January 1, 1987, when expressed as an annual benefit within the meaning
of Code Section 415(b)(2). In determining the amount of a Participant's current
Accrued Benefit, the following shall be disregarded:

     (a)  Any change in the terms and conditions of the Plan after May 5, 1986;
and

     (b)  Any cost of living adjustments occurring after May 5, 1986.

     Section 6.06. Defined Benefit Dollar Limitation.  The defined benefit
                   ----------------------------------
dollar limitation shall be $90,000. Effective on January 1, 1988, and each
January thereafter, the $90,000 limitation above will be automatically adjusted
by multiplying such limit by the cost of living adjustment factor prescribed by
the Secretary of the Treasury under Code Section 415(d) in such manner as the
Secretary shall prescribe. The new limitation will apply to limitation years
ending within the calendar year of the date of the adjustment.

     Section 6.07. Defined Benefit Fraction.
                   ------------------------

     (a)  The defined benefit fraction is a fraction,

          (1)  the numerator of which is the sum of the Participant's projected
     annual benefits under all the defined benefit plans (whether or not
     terminated) maintained by the Employer, and


          (2)  the denominator of which is the lesser of 125 percent of the
     dollar limitation determined for the limitation year under Code Sections
     415(b) and (d) and in accordance with Section 6.12(a) below or 140 percent
     of the highest average compensation, including any adjustments under Code
     Section 415(b).

     (b)  Notwithstanding the immediately preceding paragraph (a), if the
Participant was a Participant as of the first day of the first limitation year
beginning after December 31, 1986, in one or more defined benefit plans
maintained by the Employer which were in existence on May 6, 1986, the
denominator of the defined benefit fraction will not be less than 125 percent of
the sum of the annual benefits under such plans which the Participant had
accrued as of the close of the last limitation year beginning before January 1,
1987, disregarding any changes in the terms and conditions of the plans after
May 5, 1986. The preceding sentence applies only if the defined benefit plans
individually and in the aggregate satisfied the requirements of Code Section 415
for all limitation years beginning before January 1, 1987.

                                 Page 43 of 58
<PAGE>

      Section 6.08. Defined Contribution Fraction.
                    -----------------------------

      (a) The defined contribution fraction is a fraction,

          (1)  the numerator of which is the sum of the annual additions to the
     Participant's account under all the defined contribution plans (whether or
     not terminated) maintained by the Employer for the current and all prior
     limitation years, (including the annual additions attributable to the
     Participant's nondeductible Employee contributions to this and all other
     defined benefit plans (whether or not terminated) maintained by the
     Employer, and the annual additions attributable to all welfare benefit
     funds, as defined in Code Section 419(e), or individual medical accounts,
     as defined in Code Section 415(l)(2), and simplified employee pensions
     maintained by the Employer), and

          (2)  the denominator of which is the sum of the maximum aggregate
     amounts for the current and all prior limitation years of service with the
     Employer (regardless of whether a defined contribution plan was maintained
     by the Employer).

The maximum aggregate amount in any limitation year is the lesser of 125 percent
of the dollar limitation determined under Code Sections 415(b) and (d) in effect
under Code Section 415(c)(1)(A) or 35 percent of the Participant's compensation
for such year.

     (b)  If the Employee was a participant as of the first day of the first
limitation year beginning after December 31, 1986, in one or more defined
contribution plans maintained by the Employer which were in existence on May 6,
1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the defined benefit fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to the product of

          (1)  the excess of the sum of the fractions over 1.0 times

          (2)  the denominator of this fraction, will be permanently subtracted
     from the numerator of this fraction.


The adjustment is calculated using the fractions as they would be computed as of
the end of the last limitation year beginning before January 1, 1987,
disregarding any changes in the terms and conditions of the Plan after May 5,
1986, but using the Code Section 415 limitation applicable to the first
limitation year beginning on or after January 1, 1987. The annual addition for
any limitation year beginning before January 1, 1987, shall not be recomputed to
treat all Employee contributions as annual additions.

     Section 6.09. Employer.  Employer, for the purposes of Section 6.01, shall
                   --------
mean the Employer and all members of a controlled group of corporations (as
defined in Code Section 414(b), as modified by Code Section 415(h)), all
commonly controlled trades or businesses (as defined in Code Section 414(c) as
modified by Code Section 415(h)), or affiliated service groups (as defined in
Code Section 414(m)) of which the Employer is a part, and any other entity
required to be aggregated with the Employer pursuant to Regulations under Code
Section 414(o).

     Section 6.10. Highest Average Compensation.  Highest average compensation
                   ----------------------------
shall mean the average Compensation for the three (3) consecutive years of
service with the Employer that produces the highest average.  A year of service
with the Employer is the twelve (12) consecutive month period corresponding to a
calendar year.

     Section 6.11. Limitation Year.  Limitation year shall mean a calendar
                   ---------------
year.  All qualified plans maintained by the Employer use the same limitation
year.  If the limitation year is amended to a different twelve (12) consecutive
month period, the new limitation year must begin on a date within the limitation
year in which the amendment is made.

                                 Page 44 of 58
<PAGE>

     Section 6.12. Maximum Permissible Amount.  Maximum permissible amount
                   --------------------------
shall mean the lesser of the defined benefit dollar limitation or 100 percent of
the Participant's highest average compensation.

     (a)  If the Participant has less than 10 years of participation with the
Employer, the defined benefit dollar limitation is reduced by one-tenth for each
year of Participation (or part thereof) less than ten. To the extent provided in
Regulations or in other guidance issued by the Internal Revenue Service, the
preceding sentence shall be applied separately with respect to each change in
the benefit structure of the Plan.

          (1)  If the Participant has less than 10 years of service with the
     Employer, the compensation limitation is reduced by one-tenth for each year
     of service (or part thereof) less than ten (10).

          (2)  The adjustments of under this Section 6.12 (a) shall be applied
     in the denominator of the defined benefit fraction based upon years of
     service. Years of service shall include future years occurring before the
     Participant's normal retirement age. Such future years shall include the
     year which contains the date the Participant reaches normal retirement age,
     only if it can be reasonably anticipated that the Participant will receive
     a year of service for such year.

     (b)  If the annual benefit of the Participant commences before the
Participant's social security retirement age, but on or after age sixty-two
(62), the defined benefit dollar limitation as reduced above, if necessary,
shall be determined as follows:


          (1)  If a Participant's social security retirement age is sixty (65),
     the dollar limitation for benefits commencing on or after age sixty-two
     (62) is determined by reducing the defined benefit dollar limitation by
     five-ninths (5/9) of one percent for each month by which benefits commence
     before the month in which the Participant attains age sixty-five (65).

          (2)  If a Participant's social security retirement age is greater than
     sixty-five (65), the dollar limitation for benefits commencing on or after
     age sixty-two (62) is determined by reducing the defined benefit dollar
     limitation by five-ninths (5/9) of one percent for each of the first
     thirty-six (36) months and five-twelfths (5/12) of one percent for each of
     the additional months (up to twenty-four (24) months) by which benefits
     commence before the month of the Participant's social security retirement
     age.

     (c)  If the annual benefit of a Participant commences prior to age sixty-
two (62), the defined benefit dollar limitation shall be the actuarial
equivalent of an annual benefit beginning at age sixty-two (62), as determined
above, reduced for each month by which benefits commence before the month in
which the Participant attains age sixty-two (62). To determine actuarial
equivalence, the interest rate assumption is the greater of the rate specified
in Section 1.03 or 5 percent. Any decrease in the defined benefit dollar
limitation determined in accordance with this paragraph (c) shall not reflect
the mortality decrement to the extent that benefits will not be forfeited upon
the death of the Participant.

     (d)  If the annual benefit of a Participant commences after the
Participant's social security retirement age, the defined benefit dollar
limitation as reduced in the immediately preceding paragraph (a), if necessary,
shall be adjusted so that it is the actuarial equivalent of an annual benefit of
such dollar limitation beginning at the Participant's social security retirement
age. To determine actuarial equivalence, the interest rate assumption is the
lesser of the rate specified in Section 1.03 or 5 percent.

     Section 6.13. Projected Annual Benefit.  Projected annual benefit shall
                   ------------------------
mean the annual benefit as defined in Section 6.03, to which the Participant
would be entitled under the terms of the Plan assuming the following:

                                 Page 45 of 58
<PAGE>

     (a)  The Participant will continue employment until normal retirement age
under the Plan (or current age, if later), and

     (b)  The Participant's compensation for the current limitation year and all
other relevant factors used to determine benefits under the Plan will remain
constant for all future limitation years.

     Section 6.14. Social Security Retirement Age.  Social Security Retirement
                   ------------------------------
Age means the age used as the retirement age under Section 216(l) of the Social
Security Act, except that such section shall be applied without regard to the
age increase factor and as if the early retirement age under Section 216(l)(2)
of such Act were 62.

     Section 6.15. Year of Participation.
                   ---------------------

     (a)  A year of participation (computed to fractional parts of a year) shall
be credited to Participants for each accrual computation period for which the
following conditions are met:

          (1)  The Participant is credited with at least the number of hours of
     service for benefit accrual purposes required under the terms of the Plan
     in order to accrue a benefit for the accrual computation period, and

          (2)  The Participant is included as a Participant under the
     eligibility provisions of the Plan for at least one day of the accrual
     computation period.

     (b)  If the conditions set forth in the immediately preceding paragraphs
(1) and (2) are met, the portion of a year of participation credited to the
Participant shall equal the amount of benefit accrual service credited to the
Participant for such accrual computation period.

     (c)  A Participant who is permanently and totally disabled within the
meaning of Code Section 415(c)(3)(C)(i) for an accrual computation period shall
receive a year of participation with respect to that period.

     (d)  For a Participant to receive a year of participation (or part thereof)
for an accrual computation period, the Plan must be established no later than
the last day of such accrual computation period.

     (e)  In no event will more than one year of participation be credited for
any 12-month period.

                      ARTICLE VII:  TOP HEAVY PROVISIONS
                      ----------------------------------

     Section 7.01. General.  If the Plan is or becomes top heavy in any Plan
                   -------
Year the provisions below will supersede any conflicting provisions in the Plan
for such Plan Year and each Plan Year thereafter.

     Section 7.02. Key Employee.  A Key Employee is any Employee or former
                   ------------
Employee (and the beneficiaries of such Employee) who at any time during the
determination period was an officer of the Employer if such individual's annual
compensation exceeds fifty percent (50%) of the dollar limitation under Section
415(b)(1)(A) of the Code, an owner (or considered an owner under Section 318 of
the Code) of one of the ten largest interests in the Employer if such
individual's compensation exceeds 100 percent of the dollar limitation under
Code Section 415(c)(1)(A), a five percent (5%) owner of the Employer, or a 1-
percent owner of the Employer who has an annual compensation of more than
$150,000.

     (a)  Annual compensation means compensation as defined in Code Section
415(c)(3), but including amounts contributed by the Employer pursuant to a
salary reduction agreement which are excludable from the Employee's gross income
under Code Sections 125, 402(e)(3), 402(h) or 403(b).

                                 Page 46 of 58
<PAGE>

     (b)  The determination period is the Plan Year containing the determination
date and the 4 preceding Plan Years.  The determination of who is a Key Employee
will be made in accordance with Section 416(i)(1) of the Code and the
Regulations thereunder.

     Section 7.03. Top Heavy Plan.  For any Plan Year beginning after December
                   --------------
31, 1983, this Plan is top heavy if any of the following conditions exist:


     (a)  If the top heavy ratio for this Plan exceeds sixty percent (60%) and
this Plan is not part of any required aggregation group or permissive
aggregation group of plans,

     (b)  If this Plan is a part of a required aggregation group of plans (but
which is not part of a permissive aggregation group) and the top heavy ratio for
the group of plans exceeds sixty percent (60%) percent, or

     (c)  If this Plan is a part of a required aggregation group of plans and
part of a permissive aggregation group and the top heavy ratio for the
permissive aggregation group exceeds sixty percent (60%) percent.

     Section 7.04. Top Heavy Ratio.
                   ---------------

     (a)  If the Employer maintains one or more defined benefit plans and the
Employer has not maintained any defined contribution plans (including any
simplified employee pension plan) which during the five-year period ending on
the determination date(s) has or has had account balances, the top heavy ratio
for this Plan alone or for the required or permissive aggregation group as
appropriate is a fraction,

          (1)  the numerator of which is the sum of the Present Values of
     Accrued Benefits of all Key Employees as of the determination date(s)
     (including any part of any Accrued Benefit distributed in the five-year
     period ending on the determination date(s)), and

          (2)  the denominator of which is the sum of all Accrued Benefits
     (including any part of any Accrued Benefit distributed in the five-year
     period ending on the Determination Date(s)), determined in accordance with
     Code Section 416 and the Regulations thereunder.

     (b)  If the Employer maintains one or more defined benefit plans and the
Employer maintains or has maintained one or more defined contribution plans
(including any simplified employee pension plan) which during the five-year
period ending on the Determination Date(s) has or has had any account balances,
the top heavy ratio for any required or permissive aggregation group as
appropriate is a fraction,

          (1)  the numerator of which is the sum of the present value of accrued
     benefits under the aggregate defined benefit plan or plans for all Key
     Employees, determined in accordance with (a) above, and

          (2)  the sum of account balances under the aggregated defined
     contribution plan or plans for all Key Employees as of the determination
     date(s), and the denominator of which is the sum of the present values of
     accrued benefits under the aggregated defined benefit plan or plans,
     determined in accordance with (a) above, for all Participants and the sum
     of the account balances under the aggregated defined contribution plan or
     plans for all Participants as of the determination date(s), all determined
     in accordance with Code Section 416 and the Regulations thereunder.

The account balances under a defined contribution plan in both the numerator and
denominator of the top-heavy ratio are increased for any distribution of an
account balance made in the 5-year period ending on the determination date.

     (c)  For purposes of (a) and (b) above,

                                 Page 47 of 58
<PAGE>

          (1)  the value of account balances and the present value of Accrued
     Benefits will be determined as of the most recent Valuation Date that falls
     within or ends with the 12-month period ending on the determination date
     except as provided in Code Section 416 and the Regulations thereunder for
     the first and second Plan Years of a defined benefit plan.

          (2)  The account balances are Accrued Benefits of a Participant

               (i)  who is not a Key Employee but who was a Key Employee in a
          prior year, or

               (ii)  who has not been credited with at least one Hour of Service
          with the Employer maintaining the Plan at any time during the 5-year
          period ending on the determination date

     will be disregarded.

          (3)  The calculation of the top heavy ratio, and the extent to which
     distributions, rollovers, and transfers are taken into account will be made
     in accordance with Code Section 416 and the Regulations thereunder.
     Deductible Employee contributions will not be taken into account for
     purposes of computing the top-heavy ratio. When aggregating plans, the
     value of account balances and Accrued Benefits will be calculated with
     reference to the determination dates that fall within the same calendar
     year.

          (4)  The Accrued Benefit of a Participant, other than a Key Employee,
     shall be determined under

               (i)  the method, if any, that uniformly applies for accrual
          purposes under all defined benefit plans maintained by the Employer,
          or

               (ii) if there is no such method, as if such benefit accrued not
          more rapidly than the slowest accrual rate permitted under the
          fractional rule of Code Section 411(b)(1)(C).

     Section 7.05. Permissive Aggregation Group.  The required aggregation
                   ----------------------------
group of plans plus any other plan or plans of the Employer which, when
considered as a group with the required aggregation group, would continue to
satisfy the requirements of Sections 401(a)(4) and 410 of the Code.

     Section 7.06. Required Aggregation Group.  The required aggregation group
                   --------------------------
shall consist of:

     (a)  Each qualified plan of the Employer in which at least one Key Employee
participates or participated at any time during the determination period
(regardless of whether the Plan has terminated), and

     (b)  Any other qualified plan of the Employer which enables a Plan
described in (a) to meet the requirements of Code Sections 401(a)(4) or 410.

     Section 7.07. Determination Date.  For any Plan Year subsequent to the
                   ------------------
first Plan Year, the last day of the preceding Plan Year.  For the first Plan
Year of the Plan, the last day of that year.

                                 Page 48 of 58
<PAGE>

     Section 7.08. Valuation Date.  The valuation date shall be January 1.
                   --------------

     Section 7.09. Present Value.  Present Value shall be based only on the
                   -------------
interest and mortality rates specified in Section 1.03(d).

     Section 7.10. Minimum Accrued Benefit.
                   -----------------------

     (a)  Notwithstanding any other provision in this Plan, except for the
immediately following paragraphs (e) and (f) below, for any Plan Year in which
this Plan is top heavy, each Participant who is not a Key Employee and has
completed 1,000 Hours of Service will accrue a benefit (to be provided solely by
Employer contributions and expressed as a life annuity commencing at Normal
Retirement Date) of two percent (2%) of his or her highest average compensation
for the five (5) consecutive years for which the Participant had the highest
compensation. The aggregate compensation for the years during the five-year
period in which the Participant was credited with a Year of Service will be
divided by the number of such years in order to determine average annual
compensation.

     (b)  The minimum accrual is determined without regard to any Social
Security contribution.

     (c)  The minimum accrual applies even though under other Plan provisions
the Participant would not otherwise be entitled to receive an accrual, or would
have received a lesser accrual for the year because

          (1)  the Non-Key Employee fails to make mandatory contributions to the
     Plan,

          (2)  the Non-Key Employee's compensation is less than a stated amount,

          (3)  the Non-Key Employee is not employed on the last day of the
     accrual computation period, or

          (4)  the Plan is integrated with Social Security.

     (d)  For purposes of computing the minimum accrued benefit, compensation
will include W-2 wages for the calendar year ending with or within the Plan
Year, as limited by Code Section 401(a)(17).

     (e)  No additional benefit accruals shall be provided pursuant to the
immediately preceding paragraph (a) to the extent that the total accruals on
behalf of the Participant attributable to Employer contributions will provide a
benefit expressed as a life annuity commencing at Normal Retirement Date that
equals or exceeds twenty percent (20%) of the Participant's highest average
compensation for the five (5) consecutive years for which the Participant had
the highest compensation.

     (f)  All accruals of Employer derived benefit, whether or not attributable
to years for which the Plan is top heavy, may be used in computing whether the
minimum accrual requirement of the immediately preceding paragraph (e) is
satisfied.

          (1)  If the form of benefit is other than a single life annuity, the
     Employee must receive an amount that is the Actuarial Equivalent of the
     minimum single life annuity benefit. If the benefit commences at a date
     other than at Normal Retirement Date, the Employee must receive at least an
     amount that is the Actuarial Equivalent of the minimum single life annuity
     benefit commencing at Normal Retirement Date.

          (2)  The minimum accrued benefit required (to the extent required to
     be nonforfeitable under Code Section 416(b)) may not be suspended or
     forfeited under Sections 411(a)(3)(B) or 411(a)(3)(D).

     Section 7.11. Vesting.
                   -------

                                 Page 49 of 58
<PAGE>

     (a)  The vesting schedule for Plan Years in which this Plan is not top
heavy is located in Section 3.07(a)(1). However, for any Plan Year in which this
Plan is top heavy, the nonforfeitable interest of each Participant in his or her
Accrued Benefits shall be:

          Service Years                  % Vested
          -------------                  --------

               2                                    20%
               3                                    40%
               4                                    60%
               5                                    80%
               6 or more                           100%

     (b)  The minimum vesting schedule applies to all benefits within the
meaning of Code Section 411(a)(7), except those attributable to Employee
contributions, including benefits accrued before the effective date of Section
416 and benefits accrued before the Plan became top-heavy.

          (1)  No reduction in Vested benefits may occur in the event the Plan's
     status at top heavy changes for any Plan Year.

          (2)  This Section 7.11 does not apply to the Accrued Benefits of any
     Employee who does not have an Hour of Service after the Plan has initially
     become top heavy and such Employee's Accrued Benefits attributable to
     Employer contributions will be determined without regard to this Section
     7.11.

                       ARTICLE VIII:  AMENDMENT, MERGER,
                      CONSOLIDATION OR TRANSFER OF ASSETS
                      -----------------------------------

     Section 8.01. Plan Amendment.
                   --------------

     (a)  The Employer shall have the right, subject to the limitations of this
Section 8.01, to act at any time and from time to time, without consent of
Participants, active or retired, beneficiaries, or any person or persons
claiming through them, to modify or amend, in whole or in part, any or all of
the provisions of the Plan, including specifically the right to make any such
amendments effective retroactively, if necessary, to bring the Plan into
conformity with governmental regulations which must be complied with in order to
maintain qualification of the Plan, provided that no such modification or
amendment shall make it possible for any part of the assets of the Plan to be
used for or diverted to purposes other than for the exclusive benefit of
Participants and Retired Participants, and their beneficiaries under the Plan,
prior to the satisfaction of all liabilities with respect to such Participants
and Retired Participants and their beneficiaries under the Plan as provided by
Section 5.01(b). Furthermore, no amendment shall deprive Participants of any
optional form of benefit to the extent protected by law or as a condition to
qualification of the Plan under the Code provisions in effect at the applicable
time.

     (b)  No amendment to the Plan (including a change in the actuarial basis
for determining optional or early retirement benefits) shall be effective to the
extent that it has the effect of decreasing a Participant's Accrued Benefit.
Notwithstanding the preceding sentence, a Participant's Accrued Benefit may be
reduced to the extent permitted under Code Section 412(c)(8).

          (1)  For the purposes of this Section 8.01(b), a Plan amendment which
     has the effect of

               (i)  eliminating or reducing an early retirement benefit or a
          retirement-type subsidy, or

               (ii) eliminating an optional form of benefit, with respect to
          benefits attributable to

                                 Page 50 of 58
<PAGE>

          service before the amendment

     shall be treated as reducing Accrued Benefits.

          (2)  In the case of a retirement-type subsidy, the immediately
     preceding paragraph (1) shall apply only with respect to a Participant who
     satisfies (either before or after the amendment) the preamendment
     conditions for the subsidy. In general, a retirement-type subsidy is a
     subsidy that continues after retirement, but does not include a qualified
     disability benefit, a medical benefit, a social security supplement, or a
     death benefit (including life insurance).

          (3)  If the vesting schedule of the Plan is amended, in the case of a
     Participant who is a Participant as of the later of the date such amendment
     is adopted or the date it becomes effective, the nonforfeitable percentage
     (determined as of such date) of such Participant's Employer-derived Accrued
     Benefit will not be less than the percentage computed under the Plan
     without regard to such amendment.

     (c)  If the Plan's vesting schedule is amended or the Plan is amended in
any way that directly or indirectly affects the computation of a Participant's
nonforfeitable percentage, or if the Plan is deemed amended by an automatic
change to or from a top heavy vesting schedule, each Participant with at least
three (3) years of service with the Employer may elect within a reasonable
period after the adoption of the amendment or change, to have his or her
nonforfeitable percentage computed under the Plan without regard to such
amendment or change. For Participants who do not have at least one Hour of
Service in any Plan Year beginning after December 31, 1988, the preceding
sentence shall be applied by substituting "five years of service" for "three
years of service" where such language appears.

     (d)  The period during which the election referred to in the immediately
preceding paragraph (c) may be made shall commence with the date the amendment
is adopted or deemed to be made and shall end on the latest of:

          (1)  60 days after the amendment is adopted:

          (2)  60 days after the amendment becomes effective; or

          (3)  60 days after the Participant is issued written notice of the
amendment by the Employer or Plan Administrator.

     (e)  If the Plan is amended and an effect of such amendment is to increase
current liability (as defined in Code Section 401(a)(29)(E)) under the Plan for
a Plan Year, and the funded current liability percentage of the Plan for the
Plan Year in which the amendment takes effect is less than sixty percent (60%),
including the amount of the unfunded current liability under the Plan
attributable to the amendment, the amendment shall not take effect until the
Employer (or any member of a controlled group which includes the Employer)
provides security to the Plan. The form and amount of such security shall
satisfy the requirements of Code Section 401(a)(29)(B) and (C). Such security
may be released provided the requirements of Code Section 401(a)(29)(D) are
satisfied.

     (f)  Pursuant to the Employer's right to amend the Plan, the Board of
Directors will determine whether an amendment is appropriate and will direct
that the amendment be drafted. A quorum of the Board of Directors must approve
the amendment. As soon as practicable after the Board of Directors' approval,
the Employer's President, or an officer designated by the President, will sign
the amendment, thereby adopting the amendment.

     Section 8.02. Merger, Consolidation Or Transfer Of Assets.
                   -------------------------------------------

     (a)  In the event of a merger or consolidation of the Employer or transfer
of all or substantially all of

                                 Page 51 of 58
<PAGE>

its assets to any other corporation, partnership or association, provision may
be made by such successor corporation, partnership or association at its
election for the continuance of the Plan as to such successor entity. Such
successor shall, upon its election to continue the Plan, be substituted in place
of the Employer by an instrument duly authorizing such substitution and duly
executed by the Employer and its successor. Upon notice of such substitution
accompanied by a certified copy of the resolutions of the Board of Directors and
its successor authorizing such substitution and delivered to the Trustee, the
Trustee and all Participants hereunder shall be authorized to recognize such
successor in the place of the Employer.

     (b)  In the case of any merger or consolidation with, or transfer of assets
or liabilities to, any other plan, each Participant in the Plan would (if the
new plan then terminated) receive a benefit immediately after the merger,
consolidation, or transfer which is equal to or greater than the benefit he or
she would have been entitled to receive immediately before the merger,
consolidation or transfer (if the Plan had then terminated).

     (c)  Before the Plan can be merged or consolidated with any other qualified
plan or its assets or liabilities transferred to any other qualified plan, the
Plan Administrator must secure (and file with the Secretary of the Treasury at
least 30 days beforehand) a certification from a government-enrolled actuary
that the benefits that would be received by a Participant of the Plan in the
event of a termination of the Plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any of the protected benefits
described in Section 8.01(b).

                                 Page 52 of 58
<PAGE>

                         ARTICLE IX:  PLAN TERMINATION
                         -----------------------------

     Section 9.01.  Termination Of Plan.
                    -------------------

     (a)  The Employer shall have the right to terminate the Plan. The Board of
Directors will determine whether plan termination is appropriate. A quorum of
the Board of Directors must approve the termination. As soon as practicable
after the Board of Directors' approval of the termination, the Board of
Directors will direct that a written notice of such termination be drafted and
delivered to the Trustee and the Plan Administrator.

          However, any termination (other than a partial termination or an
involuntary termination pursuant to Act Section 4042) must satisfy the
requirements and follow the procedures outlined herein and in ERISA Section 4041
for a Standard Termination or a Distress Termination. Upon any termination (full
or partial), all amounts shall be allocated in accordance with the provisions
hereof and the Accrued Benefit, to the extent funded as of such date, of each
affected Participant shall become fully Vested and shall not thereafter be
subject to forfeiture.

     (b)  Standard Termination Procedure.
          ------------------------------

          (1)  The Plan Administrator shall first notify all "affected parties"
     (as defined in Act Section 4001(a)(21)) of the Employer's intention to
     terminate the Plan and the proposed date of termination. Such termination
     notice must be provided at least sixty (60) days prior to the proposed
     termination date. However, in the case of a standard termination, it shall
     not be necessary to provide such notice to the PBGC. As soon as practicable
     after the termination notice is given, the Plan Administrator shall provide
     a follow-up notice to the PBGC setting forth the following:

               (i)   a certification of an enrolled actuary of the projected
          amount of the assets of the Plan as of the proposed date of final
          distribution of assets, the actuarial present value of the "benefit
          liabilities" (as defined in Act Section 4001(a)(16)) under the Plan as
          of the proposed termination date, and confirmation that the Plan is
          projected to be sufficient for such "benefit liabilities" as of the
          proposed date of final distribution;

               (ii)  a certification by the Plan Administrator that the
          information provided to the PBGC and upon which the enrolled actuary
          based his or her certification is accurate and complete; and

               (iii) such other information as the PBGC may prescribe by
          regulation.

          The certification of the enrolled actuary and of the Plan
          Administrator shall not be applicable in the case of a plan funded
          exclusively by individual insurance contracts.

          (2)  No later than the date on which the follow-up notice is sent to
     the PBGC, the Plan Administrator shall provide all Participants and
     beneficiaries under the Plan with an explanatory statement specifying each
     such person's "benefit liabilities," the benefit form on the basis of which
     such amount is determined, and any additional information used in
     determining "benefit liabilities" that may be required pursuant to
     regulations promulgated by PBGC.

          (3)  A standard termination may only take place if at the time the
     final distribution of assets occurs, the Plan is sufficient to meet all
     "benefit liabilities" determined as of the termination date.

     (c)  Distress Termination Procedure.
          ------------------------------

          (1)  The Plan Administrator shall first notify all "affected parties"
     of the Employer's intention to terminate the Plan and the proposed date of
     termination. Such termination notice must be provided at least

                                 Page 53 of 58
<PAGE>

     60 days prior to the proposed termination date. As soon as practicable
     after the termination notice is given, the Plan Administrator shall also
     provide a follow-up notice to the PBGC setting forth the following:

               (i)   a certification of an enrolled actuary of the amount, as of
          the proposed termination date, of the current value of the assets of
          the Plan, the actuarial present value (as of such date) of the
          "benefit liabilities" under the Plan, whether the Plan is sufficient
          for "benefit liabilities" as of such date, the actuarial present value
          (as of such date) of benefits under the Plan guaranteed under Act
          Section 4022, and whether the Plan is sufficient for guaranteed
          benefits as of such date;

               (ii)  in any case in which the Plan is not sufficient for
          "benefit liabilities" as of such date, the name and address of each
          Participant and beneficiary under the Plan as of such date;

               (iii) a certification by the Plan Administrator that the
          information provided to the PBGC and upon which the enrolled actuary
          based his or her certification is accurate and complete; and

               (iv)  such other information as the PBGC may prescribed by
          regulation.

          This certification of the enrolled actuary and of the Plan
     Administrator shall not be applicable in the case of a plan funded
     exclusively by individual insurance contracts.

          (2)  A distress termination may only take place if:

               (i)   the Employer demonstrates to the PBGC that such termination
          is necessary to enable the Employer to pay its debts while staying in
          business, or to avoid unreasonably burdensome pension costs caused by
          a decline in the employer' work force;

               (ii)  the Employer is the subject of a petition seeking
          liquidation in a bankruptcy or insolvency proceeding which has not
          been dismissed as of the proposed termination date; or

               (iii) the Employer is the subject of a petition seeking
          reorganization in a bankruptcy or insolvency proceeding which has not
          been dismissed as of the proposed termination date, and the bankruptcy
          court (or such other appropriate court) approves the termination and
          determines that the Employer will be unable to continue in business
          outside a Chapter 11 reorganization process and that such termination
          is necessary to enable the Employer to pay its debts pursuant to a
          plan of reorganization.


     (d)  Priority And Payment Of Benefits.  In the case of a distress
          --------------------------------
termination, upon approval by the PBGC that the Plan is sufficient for "benefit
liabilities" or for "guaranteed benefits," or in the case of a standard
termination, a letter of non- compliance has not been issued within the sixty
(60) day period (as extended) following the receipt by the PBGC of the follow-up
notice, the Plan Administrator shall allocate the assets of the Plan among
Participants and beneficiaries pursuant to ERISA Section 4044(a).

          (1)  If the Employer terminates the Plan, the Employer shall direct
     the Trustee to compute the value of the Trust Fund held for the benefit of
     Participants, Retired Participants, qualified Terminated Participants,
     Disabled Participants, spouses, and beneficiaries otherwise eligible to
     receive benefits hereunder. The Plan Administrator, based upon the
     certification of the Actuary, shall apportion the amount so valued to all
     such Participants, Retired Participants, qualified Terminated Participants,
     Disabled Participants, spouses and beneficiaries in shares as determined in
     accordance with ERISA Section 4044(a), but subject to the provisions of
     Section 9.01(g).

                                 Page 54 of 58
<PAGE>

          (2)  The value of that portion of the Trust Fund remaining after
     providing for the expenses of administration of the Plan and Trust shall be
     allocated for purposes of paying Monthly Retirement Income, Disability
     Payments and Death Benefits in the order of precedence indicated and in the
     amounts indicated in ERISA Section 4044.

          (3)  The allocation of the Trust Fund in accordance with ERISA Section
     4044(a) shall be based on the method of payments of Monthly Retirement
     Income, Disability Payments or Death Benefits specified in the Plan. In the
     event that the Trust Fund assets on or after the date of termination are
     insufficient to fund all benefits within any class of benefits, see ERISA
     Section 4044(a), the benefits of all higher order of precedence shall be
     funded, the benefits of all lower order of precedence shall be unfunded,
     and the assets remaining shall be allocated among Participants of that
     class on the basis of their respective actuarial reserves, subject to the
     provisions of Section 4044 of ERISA.

     (e)  In the event of failure of the Employer upon termination of this Plan
to pay or reimburse the Trustee or the Actuary for the then outstanding charges
or expenses incurred hereunder, the Trustee is empowered to satisfy such claims
by lien upon the Trust Fund, prior to making any allocation in accordance with
Section 9.01(d).

     (f)  The application of the Trust Fund on the foregoing basis shall be
calculated by the Actuary and certified to the Trustee by the Employer as of the
date on which the Plan terminated. Subject to the restrictions of ERISA, as it
may be amended, when the calculations shall be completed, the interest of each
Participant, qualified Terminated Participant, Retired Participant, Disabled
Participant, spouse and beneficiary shall continue to be held in the Trust Fund
pursuant to the terms of Section 9.01(d) hereof, or at the direction of the
Employer, the Trust Fund shall be liquidated and each of their interests
distributed to them in a form of annuity contracts, annuity payments,
installments or in a lump sum subject to the provisions of Article III;
provided, however, that any funds remaining after the satisfaction of all
liabilities to Participants, qualified Terminated Participants, Retired
Participants, Disabled Participants, spouses and beneficiaries under this Plan
due to erroneous actuarial computations, shall be returned to the Employer.

     (g)  If the Plan is terminated within ten (10) years after the Effective
Date, the amount in excess of a Participant's restricted benefits under Section
9.02 shall become part of the general fund for purposes of allocation in
accordance with Section 9.01(d).

     (h)  Notwithstanding any other provision herein contained (except the
provisions of Section 9.02), should the Plan terminate or partially terminate,
the rights of all affected Participants to benefits accrued to the date of such
termination or partial termination or the amounts credited to the Participant's
accounts, are nonforfeitable. Although the rights of Participants hereunder
shall become nonforfeitable upon termination of the Plan, no Participant shall
have any recourse toward satisfaction of his or her nonforfeitable benefits
other than from the Plan assets or the PBGC.

     (i)  A partial termination shall be deemed to have occurred in accordance
with a determination to that effect by the Federal regulatory agency (the
Treasury Department, the Labor Department or the PBGC) having jurisdiction to so
determine under ERISA.

     (j)  The termination of the Plan shall comply with such other requirements
and rules as may be promulgated by the PBGC under authority of Title IV of the
ERISA, including any rules relating to time periods or deadlines for providing
notice or for making a necessary filing.

     Section 9.02.  Limitation Of Benefits On Termination.
                    -------------------------------------

     (a)  In the event of Plan termination, the benefit of any Highly
Compensated Participant or any Highly Compensated Former Employee shall be
limited to a benefit that is nondiscriminatory under Code Section 401(a)(4).

                                 Page 55 of 58
<PAGE>

     (b)  Benefits distributed to any of the twenty-five (25) most highly
compensated active and Highly Compensated Former Employees with the greatest
compensation in the current or prior year are restricted such that the monthly
payments are no greater than an amount equal to the monthly payment that would
be made on behalf of such individual under a straight life annuity that is the
Actuarial Equivalent of the sum of the individual's Accrued Benefit, the
individual's other benefits under the Plan (other than a social security
supplement within the meaning of Regulations 1.411(a)-7(c)(4)(ii)), and the
amount the individual is entitled to receive under a social security supplement.
However, the limitation of this Section 9.02 shall not apply if:

          (1)  after payment of the benefit to an individual described above,
     the value of Plan assets equals or exceeds 110 percent of the value of
     current liabilities, as defined in Code Section 412(l)(7);

          (2)  the value of the benefits for an individual described above is
     less than 1 percent of the value of current liabilities before
     distribution; or

          (3)  the value of the benefits payable under the Plan to an individual
     described above does not exceed $5,000 ($3,500 for Plan Years beginning
     prior to January 1, 2000).

     (c)  For purposes of this Section, benefit includes any periodic income,
any withdrawal values payable to a living Participant, and any death benefits
not provided for by insurance on the individual's life.

     (d)  An individual's otherwise restricted benefit may be distributed in
full to the affected individual if, prior to receipt of the restricted amount,
the individual enters into a written agreement with the Plan Administrator to
secure repayment to the Plan of the restricted amount. The restricted amount is
the excess of the amounts distributed to the individual (accumulated with
reasonable interest) over the amounts that could have been distributed to the
individual under the straight life annuity described above (accumulated with
reasonable interest). The individual may secure repayment of the restricted
amount upon distribution by:

          (1)  entering into an agreement for promptly depositing in escrow with
     an acceptable depositary, property having a fair market value equal to at
     least 125 percent of the restricted amount;

          (2)  providing a bank letter of credit in an amount equal to at least
     100 percent of the restricted amount; or

          (3)  posting a bond equal to at least 100 percent of the restricted
     amount. The bond must be furnished by an insurance company, bonding company
     or other surety for federal bonds.

     (e)  The escrow agreement may permit an individual to withdraw from escrow
amounts in excess of 125 percent of the restricted amount. If the market value
of the property in an escrow account falls below 110 percent of the remaining
restricted amount, the individual must deposit additional property to bring the
value of the property held by the depositary up to 125 percent of the restricted
amount. The escrow arrangement may provide that the individual has the right to
receive any income from the property placed in escrow, subject to the
individual's obligation to deposit additional property, as set forth in the
preceding sentence.

     (f)  A surety or bank may release any liability on a bond or letter of
credit in excess of 100 percent of the restricted amount.

     (g)  If the Plan Administrator certifies to the depositary, surety or bank
that the individual (or the individual's estate) is no longer obligated to repay
any restricted amount, a depositary may deliver to the individual any property
held under an escrow arrangement, and a surety or bank may release any liability
on an individual's bond or letter of credit.

                                 Page 56 of 58
<PAGE>

                     ARTICLE X:  MISCELLANEOUS PROVISIONS
                     ------------------------------------

      Section 10.01.  Headings And Subheadings Contained In Plan.  Any headings
                      ------------------------------------------
or subheadings in the Plan are inserted for convenience of reference only and
are to be ignored in the construction of any provisions hereof.

      Section 10.02.  Illegality Of Plan Provisions.  In case any provision of
                      -----------------------------
the Plan shall be held illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining parts of the Plan and the Plan shall
be construed and enforced as if such illegal and invalid provisions had never
been inserted herein.

      Section 10.03.  Correction Of Misstatements.  A misstatement in the age,
                      ---------------------------
sex, length of Continuous Service, date of employment or birth, or Average
Monthly Earnings of a Participant, shall be corrected when it becomes known that
any such misstatement of facts has occurred.

      Section 10.04.  Singular And Plural Terms.  Words used in the singular
                      -------------------------
shall be read and construed as though used in the plural in all cases where they
would so apply.

      Section 10.05.  Governing Law.  The Plan shall be construed in accordance
                      -------------
with the laws of the State of Alabama except where such laws are superseded by
ERISA, in which case ERISA shall control.

      Section 10.06.  Voluntary Continuance Of The Plan By The Employer.
                      -------------------------------------------------
Although it is the intention of the Employer that the Plan shall be continued
and contributions by the Employer made regularly each year, the Plan is entirely
voluntary on the part of the Employer and the continuance of the Plan and the
payments thereunder are not assumed as a contractual obligation of the Employer
or the Trustee.

      Section 10.07.  Source Of Payment Of Benefits.  Each Participant, Retired
                      -----------------------------
Participant, Totally and Permanently Disabled Participant, beneficiary, or
spouse or any other person who shall claim the right to any payment or benefit
under the Plan, shall be entitled only to look to the Trust Fund for such
payment or benefit and shall not have any right, claim or demand therefor
against the Employer or Trustee except as otherwise provided by law.

      Section 10.08.  Suspension Of Contributions By The Employer.  The Employer
                      -------------------------------------------
specifically reserves the right, in its sole discretion, to modify or suspend,
in whole or in part, at any time or from time to time, the contributions
specified in Article IV of the Plan.

      Section 10.09.  No Employment Rights Under Plan.  The Plan shall not be
                      -------------------------------
deemed to constitute a contract between the Employer and any Participant or to
be a consideration or an inducement for the employment of any Participant or
Employee. Nothing contained in the Plan shall be deemed to give any Participant
or other Employee the right to be retained in the service of the Employer or to
interfere with the right of the Employer to discharge any Participant or
Employee at any time, regardless of the effect which such discharge shall have
upon him or her as a Participant in the Plan.

      Section 10.10.  Alienation Of Benefits Disallowed.  No benefit or interest
                      ---------------------------------
available hereunder will be subject in any manner to assignment, alienation,
anticipation, sale, transfer, pledge, encumbrance, or charge, and any attempt to
assign, alienate, anticipate, sell, transfer, pledge, encumber, or charge the
same shall be void; and no such benefit shall in any manner be liable for, or
subject to, the debts, contracts, liabilities, engagements, or torts of any such
person, nor shall it be subject to attachment or legal process for or against
such person, and the same shall not be recognized by the Employer, Trustee or
Plan Administrator, except as may be required by law.

          The foregoing provisions of this paragraph Section 10.10 shall not
apply to a "qualified domestic relations order" defined in Code Section 414(p).
The Plan Administrator shall establish a written procedure to determine the
qualified status of domestic relations orders and to administer distributions
under such qualified orders. Finally, to the extent provided under a "qualified
domestic relations order," a former spouse of a Participant shall be

                                 Page 57 of 58
<PAGE>

treated as the spouse or surviving spouse for all purposes under the Plan.

      Section 10.11.  Indemnification By Employer.  The Employer shall and does
                      ---------------------------
hereby indemnify all persons in its employ to whom it has delegated or from time
to time hereafter does delegate any fiduciary duties against any and all claims,
losses, damages, expenses and liability arising from or in connection with their
responsibilities in connection with the Plan unless the same is determined to be
due to their own gross negligence or willful misconduct. The Employer may obtain
insurance in support of such indemnification but may only charge the cost of
such insurance to the Trust to the extent individuals remain personally liable
for breach of their fiduciary responsibilities.

      Section 10.12.  Bonding Of Fiduciaries.  Every fiduciary, except a bank or
                      ----------------------
an insurance company, unless exempted by the Act and Regulations thereunder,
shall be bonded in an amount not less than ten percent (10%) of the amount of
the funds such fiduciary handles; provided, however, that the minimum bond shall
be $1,000 and the maximum bond, $500,000. The amount of funds handled shall be
determined at the beginning of the Plan Year by the amount of funds handled by
such person, group, or class to be covered and their predecessors, if any,
during the preceding Plan Year, or if there is no preceding Plan Year, then by
the amount of the funds to be handled during the then current year. The bond
shall provide protection to the Plan against any loss by reason of acts of fraud
or dishonesty by the fiduciary alone or in connivance with others. The surety
shall be a corporate surety company (as such term is used in ERISA Section
412(a)(2)), and the bond shall be in a form approved by the Secretary of Labor.
Notwithstanding anything in the Plan to the contrary, the cost of such bonds
shall be an expense of and may, at the election of the Plan Administrator, be
paid from the Trust Fund or by the Employer.

     IN WITNESS WHEREOF, National Bank of Commerce of Birmingham has caused this
Plan, amended and restated, generally effective as of January 1, 1997, to be
executed, as of the 16th day of December, 1999.


                             NATIONAL BANK OF COMMERCE OF BIRMINGHAM



                             By:   /s/ John H. Holcomb, III
                                 ------------------------------------------
                                       John H. Holcomb, III
                                       Its:  President


Attest:

By:    /s/ Kimberly Moore
    ---------------------------
       Kimberly Moore
       Its: Corporate Secretary

                                 Page 58 of 58