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                                                                   Exhibit 10.37
                                                                   -------------



                        ALABAMA NATIONAL BANCORPORATION
                      EMPLOYEE CAPITAL ACCUMULATION PLAN


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                               TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
ARTICLE I
           DEFINITIONS......................................................   1

ARTICLE II
           ADMINISTRATION...................................................  11
           2.1        POWERS AND RESPONSIBILITIES OF THE EMPLOYER...........  11
           2.2        DESIGNATION OF ADMINISTRATIVE AUTHORITY...............  11
           2.3        POWERS AND DUTIES OF THE ADMINISTRATOR................  12
           2.4        RECORDS AND REPORTS...................................  12
           2.5        APPOINTMENT OF ADVISERS...............................  13
           2.6        PAYMENT OF EXPENSES...................................  13
           2.7        CLAIMS PROCEDURE......................................  13
           2.8        CLAIMS REVIEW PROCEDURE...............................  13

ARTICLE III
           ELIGIBILITY......................................................  14
           3.1        CONDITIONS OF ELIGIBILITY.............................  14
           3.2        EFFECTIVE DATE OF PARTICIPATION.......................  14
           3.3        DETERMINATION OF ELIGIBILITY..........................  14
           3.4        TERMINATION OF ELIGIBILITY............................  14
           3.5        OMISSION OF ELIGIBLE EMPLOYEE.........................  14
           3.6        INCLUSION OF INELIGIBLE EMPLOYEE......................  15
           3.7        ELECTION NOT TO PARTICIPATE...........................  15

ARTICLE IV
           CONTRIBUTION AND ALLOCATION......................................  15
           4.1        FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION.........  15
           4.2        PARTICIPANT'S SALARY REDUCTION ELECTION...............  15
           4.3        TIME OF PAYMENT OF EMPLOYER CONTRIBUTION..............  18
           4.4        ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS..  18
           4.5        ACTUAL DEFERRAL PERCENTAGE TESTS......................  21
           4.6        ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS........  23
           4.7        ACTUAL CONTRIBUTION PERCENTAGE TESTS..................  24
           4.8        ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS....  27
           4.9        MAXIMUM ANNUAL ADDITIONS..............................  28
           4.10       ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS.............  30
           4.11       TRANSFERS FROM QUALIFIED PLANS........................  31
           4.12       VOLUNTARY CONTRIBUTIONS...............................  32
           4.13       DIRECTED INVESTMENT ACCOUNT...........................  32

ARTICLE V
           VALUATIONS.......................................................  33
           5.1        VALUATION OF THE TRUST FUND...........................  33
           5.2        METHOD OF VALUATION...................................  33

ARTICLE VI
           DETERMINATION AND DISTRIBUTION OF BENEFITS.......................  33
           6.1        DETERMINATION OF BENEFITS UPON RETIREMENT.............  33
           6.2        DETERMINATION OF BENEFITS UPON DEATH..................  33
           6.3        DETERMINATION OF BENEFITS IN EVENT OF DISABILITY......  35
</TABLE>

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<TABLE>
<S>                                                                           <C>
           6.4        DETERMINATION OF BENEFITS UPON TERMINATION............  35
           6.5        DISTRIBUTION OF BENEFITS..............................  37
           6.6        DISTRIBUTION OF BENEFITS UPON DEATH...................  42
           6.7        TIME OF SEGREGATION OR DISTRIBUTION...................  44
           6.8        DISTRIBUTION FOR MINOR BENEFICIARY....................  44
           6.9        LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN........  45
           6.10       PRE-RETIREMENT DISTRIBUTION...........................  45
           6.11       ADVANCE DISTRIBUTION FOR HARDSHIP.....................  45
           6.12       QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION.......  46

ARTICLE VII
           TRUSTEE..........................................................  46
           7.1        BASIC RESPONSIBILITIES OF THE TRUSTEE.................  46
           7.2        INVESTMENT POWERS AND DUTIES OF THE TRUSTEE...........  47
           7.3        OTHER POWERS OF THE TRUSTEE...........................  48
           7.4        LOANS TO PARTICIPANTS (PRIOR TO JANUARY 1, 2000)......  49
           7.5        DUTIES OF THE TRUSTEE REGARDING PAYMENTS..............  50
           7.6        TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES.........  50
           7.7        ANNUAL REPORT OF THE TRUSTEE..........................  51
           7.8        AUDIT.................................................  51
           7.9        RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE........  51
           7.10       TRANSFER OF INTEREST..................................  52
           7.11       DIRECT ROLLOVER.......................................  52
           7.12       EMPLOYER SECURITIES AND REAL PROPERTY.................  53

ARTICLE VIII
           AMENDMENT, TERMINATION AND MERGERS...............................  53
           8.1        AMENDMENT.............................................  53
           8.2        TERMINATION...........................................  54
           8.3        MERGER OR CONSOLIDATION...............................  54

ARTICLE IX
           TOP HEAVY........................................................  54
           9.1        TOP HEAVY PLAN REQUIREMENTS...........................  54
           9.2        DETERMINATION OF TOP HEAVY STATUS.....................  54

ARTICLE X
           MISCELLANEOUS....................................................  57
           10.1       PARTICIPANT'S RIGHTS..................................  57
           10.2       ALIENATION............................................  57
           10.3       CONSTRUCTION OF PLAN..................................  59
           10.4       GENDER AND NUMBER.....................................  59
           10.5       LEGAL ACTION..........................................  59
           10.6       PROHIBITION AGAINST DIVERSION OF FUNDS................  59
           10.7       BONDING...............................................  59
           10.8       EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE............  59
           10.9       INSURER'S PROTECTIVE CLAUSE...........................  60
           10.10      RECEIPT AND RELEASE FOR PAYMENTS......................  60
           10.11      ACTION BY THE EMPLOYER................................  60
           10.12      NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY....  60
           10.13      HEADINGS..............................................  60
           10.14      APPROVAL BY INTERNAL REVENUE SERVICE..................  60
           10.15      UNIFORMITY............................................  61
</TABLE>

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<TABLE>
<S>                                                                           <C>
ARTICLE XI
           PARTICIPATING EMPLOYERS..........................................  62
           11.1       ADOPTION BY OTHER EMPLOYERS...........................  62
           11.2       REQUIREMENTS OF PARTICIPATING EMPLOYERS...............  62
           11.3       DESIGNATION OF AGENT..................................  62
           11.4       EMPLOYEE TRANSFERS....................................  62
           11.5       PARTICIPATING EMPLOYER CONTRIBUTION...................  63
           11.6       AMENDMENT.............................................  63
           11.7       DISCONTINUANCE OF PARTICIPATION.......................  63
           11.8       ADMINISTRATOR'S AUTHORITY.............................  64
</TABLE>

                                     -iii-
<PAGE>

                        ALABAMA NATIONAL BANCORPORATION
                      EMPLOYEE CAPITAL ACCUMULATION PLAN


          THIS AGREEMENT, hereby made and entered into this 31/st/ day of
December, 1999 by and between Alabama National BanCorporation (herein referred
to as the "Employer") and National Bank of Commerce of Birmingham (herein
referred to as the "Trustee").

                                   RECITALS

          WHEREAS, the Employer heretofore established a profit sharing plan and
trust, effective October 1, 1982 (hereinafter called the "Effective Date"),
which was initially known as the Alabama National BanCorporation 401(k) Profit
Sharing Plan and Trust and which was later named the Alabama National
BanCorporation Employee Capital Accumulation Plan (herein referred to as the
"Plan") in recognition of the contribution made to its successful operation by
its employees and for the exclusive benefit of its eligible employees; and

          WHEREAS, Community Bank of Naples, N.A. ( "Community Bank") heretofore
established a profit sharing plan and trust originally effective January 1, 1996
know as the Community Bank of Naples, N.A. 401(k) Profit Sharing Plan
("Community Bank Plan") in recognition of the contribution made to its
successful operation by its employees and for the exclusive benefit of its
eligible employees;

          WHEREAS, First American Bank ("FAB") heretofore established a profit
sharing plan and trust originally effective December 1, 1985 known as the First
American Bank 401(k) Savings Plan ("FAB Plan") in recognition of the
contribution made to its successful operation by its employees and for the
exclusive benefit of its eligible employees;

          WHEREAS, Georgia State Bank ("GSB") heretofore established a profit
sharing plan and trust originally effective November 1, 1994 known as the
Georgia State Bank 401(k) Savings Plan ("GSB Plan") in recognition of the
contribution made to its successful operation by its employees and for the
exclusive benefit of its eligible employees; and

          WHEREAS, under the terms of the above-referenced plans, the Employer,
Community Bank, FAB and GSB have the ability to amend said plans, provided the
Trustee joins in such amendment if the provisions of the Plan affecting the
Trustee are amended;

          NOW, THEREFORE, effective January 1, 2000, except as otherwise
provided, the Employer, Community Bank, FAB, GSB and the Trustee in accordance
with the provisions of the plans pertaining to amendments thereof, hereby merge
the Community Bank Plan, FAB Plan and the GSB Plan into the Plan and amend and
restate said plans in their entirety to provide as follows:

                                   ARTICLE I
                                  DEFINITIONS

     1.1  "Act" means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.

     1.2  "Administrator" means the Employer unless another person or entity has
been designated by the Employer pursuant to Section 2.2 to administer the Plan
on behalf of the Employer.

     1.3  "Affiliated Employer" means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated) which
is under common control (as defined in Code Section 414(c)) with the Employer;
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 any other entity required to be aggregated with the Employer

                                  Page 1 of 64
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pursuant to Regulations under Code Section 414(o).

     1.4  "Aggregate Account" means, with respect to each Participant, the value
of all accounts maintained on behalf of a Participant, whether attributable to
Employer or Employee contributions, subject to the provisions of Section 9.2.

     1.5  "Anniversary Date" means December 31st.

     1.6  "Annuity Starting Date" means, with respect to GSB and FAB
Participants (see Section 6.5), the first day of the first period for which an
amount is paid as an annuity or any other form.

     1.7  "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
6.2 and 6.6.

     1.8  "Code" means the Internal Revenue Code of 1986, as amended or replaced
from time to time.

     1.9  "Compensation" with respect to any Participant means such
Participant's 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. 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)).

          For purposes of this Section, the determination of 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 Sections 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.

          For a Participant's initial year of participation, Compensation shall
be recognized as of such Employee's effective date of participation pursuant to
Section 3.2.

          Compensation in excess of the limit imposed by Code Section 401(a)(17)
($170,000 for the 2000 calendar year) shall be disregarded. Such amount shall be
adjusted for increases in the cost of living in accordance with Code Section
401(a)(17), except that the dollar increase in effect on January 1 of any
calendar year shall be effective for the Plan Year beginning with or within such
calendar year. For any short Plan Year the Compensation limit shall be an amount
equal to the Compensation limit for the calendar year in which the Plan Year
begins multiplied by the ratio obtained by dividing the number of full months in
the short Plan Year by twelve (12).

          For purposes of this Section, if the Plan is a plan described in Code
Section 413(c) or 414(f) (a plan maintained by more than one Employer), the
limitation applies separately with respect to the Compensation of any
Participant from each Employer maintaining the Plan.

          If, in connection with the adoption of this amendment and restatement,
the definition of Compensation has been modified, then, for Plan Years prior to
the Plan Year which includes the adoption date of this amendment and
restatement, Compensation means compensation determined pursuant to the Plan
then in effect.

     1.10 "Contract" or "Policy" means any life insurance policy, retirement
income or annuity policy or annuity contract (group or individual) issued
pursuant to the terms of the Plan.

     1.11 "Deferred Compensation" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's deferral election pursuant to Section
4.2 excluding any such amounts distributed as excess "annual additions" pursuant
to Section 4.10(a).

     1.12 "Early Retirement Date."  This Plan does not provide for a retirement
date prior to Normal

                                  Page 2 of 64
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Retirement Date.

     1.13 "Elective Contribution" means the Employer contributions to the Plan
of Deferred Compensation excluding any such amounts distributed as excess
"annual additions" pursuant to Section 4.10(a). In addition, any Employer
Qualified Non-Elective Contribution made pursuant to Section 4.1(c) and Section
4.6(b) which is used to satisfy the "Actual Deferral Percentage" tests shall be
considered an Elective Contribution for purposes of the Plan. Any contributions
deemed to be Elective Contributions (whether or not used to satisfy the "Actual
Deferral Percentage" tests) shall be subject to the requirements of Sections
4.2(b) and 4.2(c) and shall further be required to satisfy the nondiscrimination
requirements of Regulation 1.401(k)-1(b)(5), the provisions of which are
specifically incorporated herein by reference.

     1.14 "Eligible Employee" means any Employee.

          Employees who are Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall not be eligible to participate in this Plan.

          Employees whose employment is governed by the terms of a collective
bargaining agreement between Employee representatives (within the meaning of
Code Section 7701(a)(46)) and the Employer under which retirement benefits were
the subject of good faith bargaining between the parties will not be eligible to
participate in this Plan unless such agreement expressly provides for coverage
in this Plan.

          Employees of Affiliated Employers shall not be eligible to participate
in this Plan unless such Affiliated Employers have specifically adopted this
Plan in writing.

     1.15 "Employee" means any person who is employed by the Employer or
Affiliated Employer. Employee shall include Leased Employees within the meaning
of Code Sections 414(n)(2) and 414(o)(2) unless such Leased Employees are
covered by a plan described in Code Section 414(n)(5) and such Leased Employees
do not constitute more than 20% of the recipient's non-highly compensated work
force.

     1.16 "Employer" means Alabama National BanCorporation and any successor
which shall maintain this Plan; and any predecessor which has maintained this
Plan. The Employer is a corporation, with principal offices in the State of
Alabama. In addition, where appropriate, the term Employer shall include any
Participating Employer (as defined in Section 11.1) which shall adopt this Plan.

     1.17 "Excess Aggregate Contributions" means, with respect to any Plan Year,
the excess of the aggregate amount of the Employer matching contributions made
pursuant to Section 4.1(b) and any qualified non-elective contributions or
elective deferrals taken into account pursuant to Section 4.7(c) on behalf of
Highly Compensated Participants for such Plan Year, over the maximum amount of
such contributions permitted under the limitations of Section 4.7(a) (determined
by reducing contributions made on behalf of Highly Compensated Participants in
order of the actual contribution ratios beginning with the highest of such
ratios).

     1.18 "Excess Contributions" means, with respect to a Plan Year, the excess
of Elective Contributions used to satisfy the "Actual Deferral Percentage" tests
made on behalf of Highly Compensated Participants for the Plan Year over the
maximum amount of such contributions permitted under Section 4.5(a) (determined
by reducing contributions made on behalf of Highly Compensated Participants in
order of the actual deferral ratios beginning with the highest of such ratios).
Excess Contributions shall be treated as an "annual addition" pursuant to
Section 4.9(b).

     1.19 "Excess Deferred Compensation" means, with respect to any taxable year
of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an "annual
addition" pursuant to Section 4.9(b) when contributed to the Plan unless
distributed to the affected Participant not later than the first April 15th
following the close of the Participant's taxable year. Additionally, for

                                  Page 3 of 64
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purposes of Sections 9.2 and 4.4(f), Excess Deferred Compensation shall continue
to be treated as Employer contributions even if distributed pursuant to Section
4.2(f). However, Excess Deferred Compensation of Non-Highly Compensated
Participants is not taken into account for purposes of Section 4.5(a) to the
extent such Excess Deferred Compensation occurs pursuant to Section 4.2(d).

     1.20  "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan, including, but
not limited to, the Trustee, the Employer and its representative body, and the
Administrator.

     1.21 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on January 1st of each year and ending the following December 31st.

     1.22 "Forfeiture" means that portion of a Participant's Account that is not
Vested, and occurs on the earlier of:

           (a) the distribution of the entire Vested portion of a Terminated
     Participant's Account, or

           (b) the last day of the Plan Year in which the Participant incurs
     five (5) consecutive 1-Year Breaks in Service.

           Furthermore, for purposes of paragraph (a) above, in the case of a
Terminated Participant whose Vested benefit is zero, such Terminated Participant
shall be deemed to have received a distribution of his Vested benefit upon his
termination of employment. Restoration of such amounts shall occur pursuant to
Section 6.4(f)(2). In addition, the term Forfeiture shall also include amounts
deemed to be Forfeitures pursuant to any other provision of this Plan.

     1.23  "Former Participant" means a person who has been a Participant, but
who has ceased to be a Participant for any reason.

     1.24  "415 Compensation" with respect to any Participant means such
Participant's 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. "415
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)).

           For Plan Years beginning after December 31, 1997, for purposes of
this Section, the determination of "415 Compensation" shall include any elective
deferral (as defined in Code Section 402(g)(3)), and any amount which is
contributed or deferred by the Employer at the election of the Participant and
which is not includible in the gross income of the Participant by reason of Code
Sections 125 or 457.

           If, in connection with the adoption of this amendment and
restatement, the definition of "415 Compensation" has been modified, then, for
Plan Years prior to the Plan Year which includes the adoption date of this
amendment and restatement, "415 Compensation" means compensation determined
pursuant to the Plan then in effect.

     1.25  "414(s) Compensation" with respect to any Participant means such
Participant's "415 Compensation" paid during a Plan Year. The amount of "414(s)
Compensation" with respect to any Participant shall include "414(s)
Compensation" for the entire twelve (12) month period ending on the last day of
such Plan Year, except that "414(s) Compensation" shall only be recognized for
that portion of the Plan Year during which an Employee was a Participant in the
Plan.

                                  Page 4 of 64
<PAGE>

          For purposes of this Section, the determination of "414(s)
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 Sections 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.

          "414(s) Compensation" in excess of the limit imposed by Code Section
401(a)(17) ($170,000 for the 2000 calendar year) shall be disregarded. Such
amount shall be adjusted for increases in the cost of living in accordance with
Code Section 401(a)(17), except that the dollar increase in effect on January 1
of any calendar year shall be effective for the Plan Year beginning with or
within such calendar year. For any short Plan Year the "414(s) Compensation"
limit shall be an amount equal to the "414(s) Compensation" limit for the
calendar year in which the Plan Year begins multiplied by the ratio obtained by
dividing the number of full months in the short Plan Year by twelve (12).

          If, in connection with the adoption of this amendment and restatement,
the definition of "414(s) Compensation" has been modified, then, for Plan Years
prior to the Plan Year which includes the adoption date of this amendment and
restatement, "414(s) Compensation" means compensation determined pursuant to the
Plan then in effect.

     1.26 "Highly Compensated Employee" means, 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:

          (a) Employees who at any time during the "determination year" or
     "look-back year" were "five percent owners" as defined in Section 1.32(c).

          (b) 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 Sections 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 amount specified in (b) above shall be adjusted at such time
and in the same manner as under Code Section 415(d), except that the base period
shall be the calendar quarter ending September 30, 1996. In the case of such an
adjustment, the dollar limit which shall be applied is the limit for the
calendar year in which the "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 Sections
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."

     1.27 "Highly Compensated Former Employee" means 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 "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

                                  Page 5 of 64
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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 1.26. 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.

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

     1.29 "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties (these hours will be credited to the Employee for
the computation period in which the duties are performed); (2) each hour for
which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, lay-off, military duty
or leave of absence) during the applicable computation period (these hours will
be calculated and credited pursuant to Department of Labor regulation 2530.200b-
2 which is incorporated herein by reference); (3) each hour for which back pay
is awarded or agreed to by the Employer without regard to mitigation of damages
(these hours 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). The same Hours of
Service shall not be credited both under (1) or (2), as the case may be, and
under (3).

          Notwithstanding the above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable worker's compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.

          For purposes of this Section, a payment shall be deemed to be made by
or due from the Employer regardless of whether such payment is made by or due
from the Employer directly, or indirectly through, among others, a trust fund,
or insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.

          For purposes of this Section, Hours of Service will be credited for
employment with other Affiliated Employers. The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

     1.30 "Income" means the income or losses allocable to Excess Deferred
Compensation, Excess Contributions or Excess Aggregate Contributions which
amount shall be allocated in the same manner as income or losses are allocated
pursuant to Section 4.4(e).

     1.31 "Investment Manager" means an entity that (a) has the power to manage,
acquire, or dispose of Plan assets and (b) acknowledges fiduciary responsibility
to the Plan in writing. Such entity must be a person, firm, or corporation
registered as an investment adviser under the Investment Advisers Act of 1940, a
bank, or an insurance company.

     1.32 "Key Employee" means an Employee as defined in Code Section 416(i) and
the Regulations thereunder. Generally, any Employee or former Employee (as well
as each of his Beneficiaries) is considered a Key

                                  Page 6 of 64
<PAGE>

Employee if he, at any time during the Plan Year that contains the
"Determination Date" or any of the preceding four (4) Plan Years, has been
included in one of the following categories:

          (a) an officer of the Employer (as that term is defined within the
     meaning of the Regulations under Code Section 416) having annual "415
     Compensation" greater than 50 percent of the amount in effect under Code
     Section 415(b)(1)(A) for any such Plan Year.

          (b) one of the ten employees having annual "415 Compensation" from the
     Employer for a Plan Year greater than the dollar limitation in effect under
     Code Section 415(c)(1)(A) for the calendar year in which such Plan Year
     ends and owning (or considered as owning within the meaning of Code Section
     318) both more than one-half percent interest and the largest interests in
     the Employer.

          (c) a "five percent owner" of the Employer. "Five percent owner" means
     any person who owns (or is considered as owning within the meaning of Code
     Section 318) more than five percent (5%) of the outstanding stock of the
     Employer or stock possessing more than five percent (5%) of the total
     combined voting power of all stock of the Employer or, in the case of an
     unincorporated business, any person who owns more than five percent (5%) of
     the capital or profits interest in the Employer. In determining percentage
     ownership hereunder, employers that would otherwise be aggregated under
     Code Sections 414(b), (c), (m) and (o) shall be treated as separate
     employers.

          (d) a "one percent owner" of the Employer having an annual "415
     Compensation" from the Employer of more than $150,000. "One percent owner"
     means any person who owns (or is considered as owning within the meaning of
     Code Section 318) more than one percent (1%) of the outstanding stock of
     the Employer or stock possessing more than one percent (1%) of the total
     combined voting power of all stock of the Employer or, in the case of an
     unincorporated business, any person who owns more than one percent (1%) of
     the capital or profits interest in the Employer. In determining percentage
     ownership hereunder, employers that would otherwise be aggregated under
     Code Sections 414(b), (c), (m) and (o) shall be treated as separate
     employers. However, in determining whether an individual has "415
     Compensation" of more than $150,000, "415 Compensation" from each employer
     required to be aggregated under Code Sections 414(b), (c), (m) and (o)
     shall be taken into account.

          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 Sections 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.

     1.33 "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.

     1.34 "Leased Employee" means, for Plan Years beginning after December 31,
1996, any person (other than an Employee of the recipient) who pursuant to an
agreement between the recipient and any other person ("leasing organization")
has performed services for the recipient (or for the recipient and related
persons determined in accordance with 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 recipient employer.
Contributions or benefits provided a Leased Employee by the leasing organization
which are attributable to services performed for the recipient employer shall be
treated as provided by the recipient employer. A Leased Employee shall not be
considered an Employee of the recipient:

                                  Page 7 of 64
<PAGE>

          (a)  if such 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 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)(1)(B), 403(b) or 457(b), and
                   Employee contributions described in Code Section 414(h)(2)
                   that are treated as Employer contributions.

               (2) immediate participation; and

               (3) full and immediate vesting; and

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

     1.35 "Non-Elective Contribution" means the Employer contributions to the
Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective
Contribution used in the "Actual Deferral Percentage" tests.

     1.36 "Non-Highly Compensated Participant" means any Participant who is not
a Highly Compensated Employee. However, for the Plan Year prior to the first
Plan Year of this amendment and restatement, for the purposes of Section 4.5(a)
and Section 4.6, if the prior year testing method is used, a Non-Highly
Compensated Participant shall be determined using the definition of highly
compensated employee in effect for the preceding Plan Year.

     1.37 "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

     1.38 "Normal Retirement Age" means the Participant's 65th birthday. A
Participant shall become fully Vested in his Participant's Account upon
attaining his Normal Retirement Age.

     1.39 "Normal Retirement Date" means the first day of the month coinciding
with or next following the Participant's Normal Retirement Age.

     1.40 "1-Year Break in Service" means the applicable computation period
during which an Employee has not completed more than 500 Hours of Service with
the Employer. Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.

          "Authorized leave of absence" means an unpaid, temporary cessation
from active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason.

          A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by reason
of the Employee's pregnancy, birth of the Employee's child, placement of a child
with the Employee in connection with the adoption of such child, or any absence
for the purpose of caring for such child for a period immediately following such
birth or placement. For this purpose, Hours of Service shall be credited for the
computation period in which the absence from work begins, only if credit
therefore is necessary to prevent the Employee from incurring a 1-Year Break in
Service, or, in any other case, in the immediately following computation period.
The Hours of Service credited for a "maternity or paternity leave of absence"
shall be those which would normally have been credited but for such absence, or,
in any case in which the Administrator is unable to determine such hours
normally credited, eight (8) Hours of Service per day. The

                                  Page 8 of 64
<PAGE>

total Hours of Service required to be credited for a "maternity or paternity
leave of absence" shall not exceed 501.

     1.41 "Participant" means any Eligible Employee who participates in the Plan
and has not for any reason become ineligible to participate further in the Plan.

     1.42 "Participant Direction Procedures" means such instructions, guidelines
or policies, the terms of which are incorporated herein, as shall be established
pursuant to Section 4.13 and observed by the Administrator and applied to
Participants who have Participant Directed Accounts.

     1.43 "Participant's Account" means the account established and maintained
by the Administrator for each Participant with respect to his total interest in
the Plan and Trust resulting from the Employer Non-Elective Contributions.

          A separate accounting shall be maintained with respect to that portion
of the Participant's Account attributable to Employer matching contributions
made pursuant to Section 4.1(b), Employer discretionary contributions made
pursuant to Section 4.1(d) and any Employer Qualified Non-Elective
Contributions.

     1.44 "Participant's Combined Account" means the total aggregate amount of
each Participant's Elective Account and Participant's Account.

     1.45 "Participant's Directed Account" means that portion of a Participant's
interest in the Plan with respect to which the Participant has directed the
investment in accordance with the Participant Direction Procedure.

     1.46 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer Elective
Contributions used to satisfy the "Actual Deferral Percentage" tests. A separate
accounting shall be maintained with respect to that portion of the Participant's
Elective Account attributable to such Elective Contributions pursuant to Section
4.2 and any Employer Qualified Non-Elective Contributions.

     1.47 "Plan" means this instrument, including all amendments thereto.

     1.48 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December 31st.

     1.49 "Pre-Retirement Survivor Annuity" means a death benefit which is an
immediate annuity for the life of a GSB/FAB Participant's spouse (see Section
6.5) the payments under which must be equal to the amount of benefit which can
be purchased with 50% of the accounts of a GSB/FAB Participant, as applicable. A
proportionate share of each of the Participant's accounts shall be used to
provide any Pre-Retirement Survivor Annuity.

     1.50 "Qualified Non-Elective Contribution" means any Employer contributions
made pursuant to Section 4.1(c) and Section 4.6(b) and Section 4.8(f). Such
contributions shall be considered an Elective Contribution for the purposes of
the Plan and may be used to satisfy the "Actual Deferral Percentage" tests or
the "Actual Contribution Percentage" tests.

     1.51 "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.

     1.52 "Retired Participant" means a person who has been a Participant, but
who has become entitled to retirement benefits under the Plan.

     1.53 "Retirement Date" means the date as of which a Participant retires for
reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date or Late Retirement Date (see
Section 6.1).

                                  Page 9 of 64
<PAGE>

     1.54 "Super Top Heavy Plan" means a plan described in Section 9.2(b).

     1.55 "Terminated Participant" means a person who has been a Participant,
but whose employment has been terminated other than by death, Total and
Permanent Disability or retirement.

     1.56 "Top Heavy Plan" means a plan described in Section 9.2(a).

     1.57 "Top Heavy Plan Year" means a Plan Year during which the Plan is a Top
Heavy Plan.

     1.58 "Total and Permanent Disability" means a physical or mental condition
of a Participant resulting from bodily injury, disease, or mental disorder which
renders him incapable of continuing his usual and customary employment with the
Employer. The disability of a Participant shall be determined by a licensed
physician chosen by the Administrator. However, a Participant eligible for
Social Security disability benefits shall automatically satisfy the requirements
for determining disability. The determination shall be applied uniformly to all
Participants.

     1.59 "Trustee" means the person or entity named as trustee herein or in any
separate trust forming a part of this Plan, and any successors.

     1.60 "Trust Fund" means the assets of the Plan and Trust as the same shall
exist from time to time.

     1.61 "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 with Code
Section 414(u).

     1.62 "Valuation Date" means the Anniversary Date and such other date or
dates deemed necessary by the Administrator. The Valuation Date may include any
day during the Plan Year that the Trustee, any transfer agent appointed by the
Trustee or the Employer and any stock exchange used by such agent are open for
business.

     1.63 "Vested" means the nonforfeitable portion of any account maintained on
behalf of a Participant.

     1.64 "Voluntary Contribution Account" means the account established and
maintained by the Administrator for each applicable Participant with respect to
his total interest in the Plan resulting from such Participant's nondeductible
voluntary contributions made pursuant to Section 4.12.

     1.65 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.

          For purposes of eligibility for participation, the initial computation
period shall begin with the date on which the Employee first performs an Hour of
Service. The participation computation period beginning after a 1-Year Break in
Service shall be measured from the date on which an Employee again performs an
Hour of Service. The participation computation period shall shift to the Plan
Year which includes the anniversary of the date on which the Employee first
performed an Hour of Service. An Employee who is credited with the required
Hours of Service in both the initial computation period (or the computation
period beginning after a 1-Year Break in Service) and the Plan Year which
includes the anniversary of the date on which the Employee first performed an
Hour of Service, shall be credited with two (2) Years of Service for purposes of
eligibility to participate.

          For vesting purposes, the computation periods shall be the Plan Year,
including periods prior to the Effective Date of the Plan.

          The computation period shall be the Plan Year if not otherwise set
forth herein.

          Notwithstanding the foregoing, for any short Plan Year, the
determination of whether an Employee has completed a Year of Service shall be
made in accordance with Department of Labor regulation 2530.203-2(c). However,
in determining whether an Employee has completed a Year of Service for benefit
accrual purposes in the

                                 Page 10 of 64
<PAGE>

short Plan Year, the number of the Hours of Service required shall be
proportionately reduced based on the number of full months in the short Plan
Year.

          Years of Service with Your Insurance Man, Inc., St. Clair Federal
Savings Bank, First Gulf Bank, Alabama Exchange Bank, Citizens Bank of
Talladega, Bank of Dadeville, First National Bank of Ashland, National Bank of
Commerce of Birmingham, NBC Securities, Inc., Metro Bank, First Western Bank,
First American Bank of Pelham, Ashland Insurance, Inc., Tuskegee Loan Company,
Clay County Finance Company, Future Finance Company, Bank of the South East and
First Bank of Baldwin County shall be recognized.

          Years of Service with any Affiliated Employer shall be recognized.

                                  ARTICLE II
                                ADMINISTRATION

     2.1  POWERS AND RESPONSIBILITIES OF THE EMPLOYER

          (a) In addition to the general powers and responsibilities otherwise
     provided for in this Plan, the Employer shall be empowered to appoint and
     remove the Trustee and the Administrator from time to time as it deems
     necessary for the proper administration of the Plan to ensure 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. The Employer may appoint counsel, specialists, advisers, agents
     (including any nonfiduciary agent) and other persons as the Employer deems
     necessary or desirable in connection with the exercise of its fiduciary
     duties under this Plan. The Employer may compensate such agents or advisers
     from the assets of the Plan as fiduciary expenses (but not including any
     business (settlor) expenses of the Employer), to the extent not paid by the
     Employer.

          (b) The Employer may, by written agreement or designation, appoint at
     its option an Investment Manager (qualified under the Investment Company
     Act of 1940 as amended), investment adviser, or other agent to provide
     direction to the Trustee with respect to any or all of the Plan assets.
     Such appointment shall be given by the Employer in writing in a form
     acceptable to the Trustee and shall specifically identify the Plan assets
     with respect to which the Investment Manager or other agent shall have
     authority to direct the investment.

          (c) The Employer shall establish a "funding policy and method," i.e.,
     it shall determine whether the Plan 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 investment of the Trust Funds. Such "funding policy and
     method" shall be consistent with the objectives of this Plan and with 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 it under the provisions of this Plan or pursuant to procedures
     established hereunder. This requirement may be satisfied by formal periodic
     review by the Employer or by a qualified person specifically designated by
     the Employer, through day-to-day conduct and evaluation, or through other
     appropriate ways.

     2.2  DESIGNATION OF ADMINISTRATIVE AUTHORITY

          The Employer shall be the Administrator. The Employer may appoint any
person, including, but not limited to, the Employees of the Employer, to perform
the duties of the Administrator. Any person so appointed shall signify his
acceptance by filing written acceptance with the Employer. Upon the resignation
or removal of any individual performing the duties of the Administrator, the
Employer may designate a successor.

                                 Page 11 of 64
<PAGE>

     2.3  POWERS AND DUTIES OF THE ADMINISTRATOR

          The primary responsibility of the Administrator is to administer the
Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer
the Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and to determine all questions arising in
connection with the administration, interpretation, and application of the Plan.
Any such determination by the Administrator shall be conclusive and binding upon
all persons. The 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 Administrator shall have all powers
necessary or appropriate to accomplish his duties under this Plan.

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

          (a) the discretion to determine all questions relating to the
     eligibility of Employees to participate or remain a Participant hereunder
     and to receive benefits under the Plan;

          (b) to compute, certify, and direct the Trustee with respect to the
     amount and the kind of benefits to which any Participant shall be entitled
     hereunder;

          (c) to authorize and direct the Trustee with respect to all
     nondiscretionary or otherwise directed disbursements from the Trust;

          (d) to maintain all necessary records for the administration of the
     Plan;

          (e) to interpret the provisions of the Plan and to make and publish
     such rules for regulation of the Plan as are consistent with the terms
     hereof;

          (f) to determine the size and type of any Contract to be purchased
     from any insurer, and to designate the insurer from which such Contract
     shall be purchased;

          (g) to compute and certify to the Employer and to the Trustee from
     time to time the sums of money necessary or desirable to be contributed to
     the Plan;

          (h) to consult with the Employer and the Trustee regarding the short
     and 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;

          (i) to prepare and distribute to Employees a procedure for notifying
     GSB/FAB Participants and Beneficiaries (see Section 6.5) of their rights to
     elect joint and survivor annuities and Pre-Retirement Survivor Annuities as
     required by the Act and regulations thereunder;

          (j) to prepare and implement a procedure to notify Eligible Employees
     that they may elect to have a portion of their Compensation deferred or
     paid to them in cash;

          (k) to assist any Participant regarding his rights, benefits, or
     elections available under the Plan.

     2.4  RECORDS AND REPORTS

          The Administrator shall keep a record of all actions taken and shall
keep all other books of account,

                                 Page 12 of 64
<PAGE>

records, policies, and other data that may be necessary for proper
administration of the Plan and shall be responsible for supplying all
information and reports to the Internal Revenue Service, Department of Labor,
Participants, Beneficiaries and others as required by law.

     2.5  APPOINTMENT OF ADVISERS

          The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, agents (including
nonfiduciary agents) and other persons as the Administrator or the Trustee deems
necessary or desirable in connection with the administration of this Plan,
including but not limited to agents and advisers to assist with the
administration and management of the Plan, and thereby to provide, among such
other duties as the Administrator may appoint, assistance with maintaining Plan
records and the providing of investment information to the Plan's investment
fiduciaries and to Plan Participants.

     2.6  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 Administrator, or any person or persons retained or
appointed by any Named Fiduciary incident to the exercise of their duties under
the Plan, including, but not limited to, fees of accountants, counsel,
Investment Managers, agents (including nonfiduciary agents) appointed for the
purpose of assisting the Administrator or the Trustee in carrying out the
instructions of Participants as to the directed investment of their accounts and
other specialists and their agents, and other costs of administering the Plan.
Until paid, the expenses shall constitute a liability of the Trust Fund.

     2.7  CLAIMS PROCEDURE

          Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be furnished
to the claimant within 90 days after the application is filed. In the event the
claim is denied, the reasons for the denial shall be specifically set forth in
the notice in language calculated to be understood by the claimant, pertinent
provisions of the Plan shall be cited, and, where appropriate, an explanation as
to how the claimant can perfect the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plan's claims review
procedure.

     2.8  CLAIMS REVIEW PROCEDURE

          Any Employee, former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.7
shall be entitled to request the Administrator to give further consideration to
his claim by filing with the Administrator (on a form which may be obtained from
the Administrator) a request for a hearing. Such request, together with a
written statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Administrator no later than 60 days after
receipt of the written notification provided for in Section 2.7. The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be represented by an attorney or any other representative of his
choosing and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of his claim. At the hearing (or
prior thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. 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. A final decision as to the allowance of the claim shall be
made by the Administrator within 60 days of receipt of the appeal (unless there
has been an extension of 60 days due to special circumstances, provided the
delay and the special circumstances occasioning it are communicated to the
claimant within the 60 day period). Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.

                                 Page 13 of 64
<PAGE>

                                  ARTICLE III
                                  ELIGIBILITY

     3.1  CONDITIONS OF ELIGIBILITY

          Any Eligible Employee who has completed one (1) Year of Service and
has attained age 21 shall be eligible to participate hereunder as of the date he
has satisfied such requirements. However, any Employee who was a Participant in
the Plan prior to the effective date of this amendment and restatement shall
continue to participate in the Plan.

          Notwithstanding the foregoing, the following special eligibility rules
shall apply:

          (a) With respect to employees who were employed with Community Bank on
     October 15, 1996, such employees were eligible to participate regardless of
     the foregoing eligibility requirements.

          (b) With respect to employees of the Employer who were age 20 and
     employed on July 1, 1996 by the Employer, such employees were eligible to
     participate regardless of the foregoing eligibility requirements.

     3.2  EFFECTIVE DATE OF PARTICIPATION

          An Eligible Employee shall become a Participant effective as of the
first day of the calendar quarter following the date such Employee met the
eligibility requirements of Section 3.1, provided said Employee was still
employed as of such date (or if not employed on such date, as of the date of
rehire if a 1-Year Break in Service has not occurred).

          In the event an Employee who is not a member of an eligible class of
Employees becomes a member of an eligible class, such Employee will participate
immediately if such Employee has satisfied the minimum age and service
requirements and would have otherwise previously become a Participant.

     3.3  DETERMINATION OF ELIGIBILITY

          The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the
same is made pursuant to the Plan and the Act. Such determination shall be
subject to review per Section 2.8.

     3.4  TERMINATION OF ELIGIBILITY

          (a) In the event a Participant shall go from a classification of an
     Eligible Employee to an ineligible Employee, such Former Participant shall
     continue to vest in his interest in the Plan for each Year of Service
     completed while a noneligible Employee, until such time as his
     Participant's Account shall be forfeited or distributed pursuant to the
     terms of the Plan. Additionally, his interest in the Plan shall continue to
     share in the earnings of the Trust Fund.

          (b) In the event a Participant is no longer a member of an eligible
     class of Employees and becomes ineligible to participate, such Employee
     will participate immediately upon returning to an eligible class of
     Employees.

     3.5  OMISSION OF ELIGIBLE EMPLOYEE

          If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution by his Employer for the year has been made,
the Employer shall make a subsequent contribution with respect to the omitted
Employee in the

                                 Page 14 of 64
<PAGE>

amount which the said Employer would have contributed with respect to him had he
not been omitted. Such contribution shall be made regardless of whether or not
it is deductible in whole or in part in any taxable year under applicable
provisions of the Code.

     3.6  INCLUSION OF INELIGIBLE EMPLOYEE

          If, in any Plan Year, any person who should not have been included as
a Participant in the Plan is erroneously included and discovery of such
incorrect inclusion is not made until after a contribution for the year has been
made, the Employer shall not be entitled to recover the contribution made with
respect to the ineligible person regardless of whether or not a deduction is
allowable with respect to such contribution. In such event, the amount
contributed with respect to the ineligible person shall constitute a Forfeiture
(except for Deferred Compensation which shall be distributed to the ineligible
person) for the Plan Year in which the discovery is made.

     3.7  ELECTION NOT TO PARTICIPATE

          An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to participate must
be communicated to the Employer, in writing, at least fifteen (15) days before
the beginning of a Plan Year.

                                  ARTICLE IV
                          CONTRIBUTION AND ALLOCATION

     4.1  FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

          For each Plan Year, the Employer shall contribute to the Plan:

          (a) The amount of the total salary reduction elections of all
     Participants made pursuant to Section 4.2(a), which amount shall be deemed
     an Employer Elective Contribution.

          (b) On behalf of each Participant who is eligible to share in matching
     contributions for the Plan Year, a matching contribution equal to 100% of
     each such Participant's Deferred Compensation plus a uniform discretionary
     percentage of each such Participant's Deferred Compensation, the exact
     percentage, if any, to be determined each year by the Employer, which
     amount, if any, shall be deemed an Employer Non-Elective Contribution.

              Except, however, in applying the matching percentage specified
     above, only salary reductions up to 5% of annual Compensation shall be
     considered.  Matching contributions shall be allocated as soon as
     administratively feasible following each payroll.

          (c) On behalf of each Non-Highly Compensated Participant who is
     eligible to share in the Qualified Non-Elective Contribution for the Plan
     Year, a discretionary Qualified Non-Elective Contribution equal to a
     uniform percentage of each eligible individual's Compensation, the exact
     percentage, if any, to be determined each year by the Employer. Any
     Employer Qualified Non-Elective Contribution shall be deemed an Employer
     Elective Contribution.

          (d) A discretionary amount, which amount, if any, shall be deemed an
     Employer Non-Elective Contribution.

          (e) Additionally, to the extent necessary, the Employer shall
     contribute to the Plan the amount necessary to provide the top heavy
     minimum contribution. All contributions by the Employer shall be made in
     cash.

     4.2  PARTICIPANT'S SALARY REDUCTION ELECTION

          (a) Each Participant may elect to defer from 1% to 15% of his
     Compensation which would

                                 Page 15 of 64
<PAGE>

     have been received in the Plan Year, but for the deferral election. A
     deferral election (or modification of an earlier election) may not be made
     with respect to Compensation which is currently available on or before the
     date the Participant executed such election. For purposes of this Section,
     Compensation shall be determined prior to any reductions made pursuant to
     Code Sections 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.

              The amount by which Compensation is reduced shall be that
     Participant's Deferred Compensation and be treated as an Employer Elective
     Contribution and allocated to that Participant's Elective Account.

          (b) The balance in each Participant's Elective Account shall be fully
     Vested at all times and shall not be subject to Forfeiture for any reason.

          (c) Notwithstanding anything in the Plan to the contrary, amounts held
     in the Participant's Elective Account may not be distributable (including
     any offset of loans) earlier than:

              (1) a Participant's separation from service, Total and Permanent
              Disability, or death;

              (2) a Participant's attainment of age 59 1/2;

              (3) the termination of the Plan without the establishment or
              existence of a "successor plan," as that term is described in
              Regulation 1.401(k)-1(d)(3);

              (4) the date of disposition by the Employer to an entity that is
              not an Affiliated Employer of substantially all of the assets
              (within the meaning of Code Section 409(d)(2)) used in a trade or
              business of such corporation if such corporation continues to
              maintain this Plan after the disposition with respect to a
              Participant who continues employment with the corporation
              acquiring such assets;

              (5) the date of disposition by the Employer or an Affiliated
              Employer who maintains the Plan of its interest in a subsidiary
              (within the meaning of Code Section 409(d)(3)) to an entity which
              is not an Affiliated Employer but only with respect to a
              Participant who continues employment with such subsidiary; or

              (6) the proven financial hardship of a Participant, subject to the
              limitations of Section 6.11.

          (d) For each Plan Year, a Participant's Deferred Compensation made
     under this Plan and all other plans, contracts or arrangements of the
     Employer maintaining this Plan shall not exceed, during any taxable year of
     the Participant, the limitation imposed by Code Section 402(g), as in
     effect at the beginning of such taxable year. If such dollar limitation is
     exceeded, a Participant will be deemed to have notified the Administrator
     of such excess amount which shall be distributed in a manner consistent
     with Section 4.2(f). The dollar limitation shall be adjusted annually
     pursuant to the method provided in Code Section 415(d) in accordance with
     Regulations.

          (e) In the event a Participant has received a hardship distribution
     from his Participant's Elective Account pursuant to Section 6.11(b) or
     pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B) from any other plan
     maintained by the Employer, then such Participant shall not be permitted to
     elect to have Deferred Compensation contributed to the Plan on his behalf
     for a period of twelve (12) months following the receipt of the
     distribution. Furthermore, the dollar limitation under Code Section 402(g)
     shall be reduced, with respect to the Participant's taxable year following
     the taxable year in which the hardship distribution was made, by the amount
     of such Participant's Deferred Compensation, if any, pursuant to this Plan
     (and any other plan maintained by the Employer) for the taxable year of the
     hardship distribution.

                                 Page 16 of 64
<PAGE>

          (f) If a Participant's Deferred Compensation under this Plan together
     with any elective deferrals (as defined in Regulation 1.402(g)-1(b)) under
     another qualified cash or deferred arrangement (as defined in Code Section
     401(k)), a simplified employee pension (as defined in Code Section 408(k)),
     a salary reduction arrangement (within the meaning of Code Section
     3121(a)(5)(D)), a deferred compensation plan under Code Section 457(b), or
     a trust described in Code Section 501(c)(18) cumulatively exceed the
     limitation imposed by Code Section 402(g) (as adjusted annually in
     accordance with the method provided in Code Section 415(d) pursuant to
     Regulations) for such Participant's taxable year, the Participant may, not
     later than March 1 following the close of the Participant's taxable year,
     notify the Administrator in writing of such excess and request that his
     Deferred Compensation under this Plan be reduced by an amount specified by
     the Participant. In such event, the Administrator may direct the Trustee to
     distribute such excess amount (and any Income allocable to such excess
     amount) to the Participant not later than the first April 15th following
     the close of the Participant's taxable year. Any distribution of less than
     the entire amount of Excess Deferred Compensation and Income shall be
     treated as a pro rata distribution of Excess Deferred Compensation and
     Income. The amount distributed shall not exceed the Participant's Deferred
     Compensation under the Plan for the taxable year (and any Income allocable
     to such excess amount). Any distribution on or before the last day of the
     Participant's taxable year must satisfy each of the following conditions:

              (1) the distribution must be made after the date on which the Plan
              received the Excess Deferred Compensation;

              (2) the Participant shall designate the distribution as Excess
              Deferred Compensation; and

              (3) the Plan must designate the distribution as a distribution of
              Excess Deferred Compensation.

              Any distribution made pursuant to this Section 4.2(f) shall be
     made first from unmatched Deferred Compensation and, thereafter, from
     Deferred Compensation which is matched. Matching contributions which relate
     to such Deferred Compensation shall be forfeited.

          (g) Notwithstanding Section 4.2(f) above, a Participant's Excess
     Deferred Compensation shall be reduced, but not below zero, by any
     distribution of Excess Contributions pursuant to Section 4.6(a) for the
     Plan Year beginning with or within the taxable year of the Participant.

          (h) At Normal Retirement Date, or such other date when the Participant
     shall be entitled to receive benefits, the fair market value of the
     Participant's Elective Account shall be used to provide additional benefits
     to the Participant or his Beneficiary.

          (i) Employer Elective Contributions made pursuant to this Section may
     be segregated into a separate account for each Participant in a federally
     insured savings account, certificate of deposit in a bank or savings and
     loan association, money market certificate, or other short-term debt
     security acceptable to the Trustee until such time as the allocations
     pursuant to Section 4.4 have been made.

          (j) The Employer and the Administrator shall implement the salary
     reduction elections provided for herein in accordance with the following:

              (1) A Participant must make his initial salary deferral election
              within a reasonable time, not to exceed thirty (30) days, after
              entering the Plan pursuant to Section 3.2. If the Participant
              fails to make an initial salary deferral election within such
              time, then such Participant may thereafter make an election in
              accordance with the rules governing modifications. The Participant
              shall make such an election by entering into a written salary
              reduction agreement with the Employer and filing such agreement
              with the Administrator. Such election shall initially be effective
              beginning with the pay period following the acceptance of the
              salary reduction agreement by the Administrator, shall not have
              retroactive effect and shall remain in force until revoked.

                                 Page 17 of 64
<PAGE>

              (2) A Participant may modify a prior election during the Plan Year
              and concurrently make a new election by filing a written notice
              with the Administrator within a reasonable time before the pay
              period for which such modification is to be effective. However,
              modifications to a salary deferral election shall only be
              permitted quarterly, during election periods established by the
              Administrator prior to the first day of each calendar quarter
              (January 1, April 1, July 1, October 1). Any modification shall
              not have retroactive effect and shall remain in force until
              revoked.

              (3) A Participant may elect to prospectively revoke his salary
              reduction agreement in its entirety at any time during the Plan
              Year by providing the Administrator with thirty (30) days written
              notice of such revocation (or upon such shorter notice period as
              may be acceptable to the Administrator). Such revocation shall
              become effective as of the beginning of the first pay period
              coincident with or next following the expiration of the notice
              period. Furthermore, the termination of the Participant's
              employment, or the cessation of participation for any reason,
              shall be deemed to revoke any salary reduction agreement then in
              effect, effective immediately following the close of the pay
              period within which such termination or cessation occurs.

     4.3  TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

          The Employer shall generally pay to the Trustee its contribution to
the Plan for each Plan Year within the time prescribed by law, including
extensions of time, for the filing of the Employer federal income tax return for
the Fiscal Year.

          However, subject to the 10-day extension provided for in Department of
Labor regulations 2510.3-102 (which are incorporated herein by reference),
Employer Elective Contributions accumulated through payroll deductions shall be
paid to the Trustee as of the earliest date on which such contributions can
reasonably be segregated from the Employer's general assets, but in no event be
paid to the Trustee later than the 15th business day of the month following the
month in which such amounts would otherwise have been payable to the Participant
in cash.  Furthermore, any additional Employer contributions which are allocable
to the Participant's Elective Account for a Plan Year shall be paid to the Plan
no later than the twelve-month period immediately following the close of such
Plan Year.

     4.4  ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

          (a) The Administrator shall establish and maintain an account in the
     name of each Participant to which the Administrator shall credit as of each
     Anniversary Date all amounts allocated to each such Participant as set
     forth herein.

          (b) The Employer shall provide the Administrator with all information
     required by the Administrator to make a proper allocation of the Employer
     contributions for each Plan Year. Within a reasonable period of time after
     the date of receipt by the Administrator of such information, the
     Administrator shall allocate such contribution as follows:

              (1) With respect to the Employer Elective Contribution made
              pursuant to Section 4.1(a), to each Participant's Elective Account
              in an amount equal to each such Participant's Deferred
              Compensation for the year.

              (2) With respect to the Employer Non-Elective Contribution made
              pursuant to Section 4.1(b), to each Participant's Account in
              accordance with Section 4.1(b).

              Any Participant actively employed during the Plan Year shall be
              eligible to share in the matching contribution for the Plan Year.

              (3) With respect to the Employer Qualified Non-Elective
              Contribution made pursuant to Section 4.1(c), to each
              Participant's Elective Account when used to satisfy the "Actual

                                 Page 18 of 64
<PAGE>

              Deferral Percentage" tests or Participant's Account in accordance
              with Section 4.1(c).

              Only Non-Highly Compensated Participants who have completed a Year
              of Service during the Plan Year shall be eligible to share in the
              Qualified Non-Elective Contribution for the year.

              (4) With respect to the Employer Non-Elective Contribution made
              pursuant to Section 4.1(d), to each Participant's Account in the
              same proportion that each such Participant's Compensation for the
              year bears to the total Compensation of all Participants for such
              year.

              Only Participants who have completed a Year of Service during the
              Plan Year shall be eligible to share in the discretionary
              contribution for the year.

          (c) As of each Anniversary Date any amounts which became Forfeitures
     since the last Anniversary Date shall first be made available to reinstate
     previously forfeited account balances of Former Participants, if any, in
     accordance with Section 6.4(f)(2). The remaining Forfeitures, if any, shall
     be used to reduce the contribution of the Employer hereunder for the Plan
     Year in which such Forfeitures occur in the following manner:

              (1) Forfeitures attributable to Employer matching contributions
              made pursuant to Section 4.1(b) shall be used to reduce the
              Employer contribution for the Plan Year in which such Forfeitures
              occur.

              (2) Forfeitures attributable to Employer discretionary
              contributions made pursuant to Section 4.1(d) shall be used to
              reduce the Employer contribution for the Plan Year in which such
              Forfeitures occur.

          (d) For any Top Heavy Plan Year, Employees not otherwise eligible to
     share in the allocation of contributions as provided above, shall receive
     the minimum allocation provided for in Section 4.4(f) if eligible pursuant
     to the provisions of Section 4.4(h).

          (e) As of each Valuation Date, before allocation of one-half of the
     Employer contributions for the entire Plan Year, any earnings or losses
     (net appreciation or net depreciation) of the Trust Fund shall be allocated
     in the same proportion that each Participant's and Former Participant's
     nonsegregated accounts bear to the total of all Participants' and Former
     Participants' nonsegregated accounts as of such date. Earnings or losses
     with respect to a Participant's Directed Account shall be allocated in
     accordance with Section 4.13.

              Participants' transfers from other qualified plans and voluntary
     contributions deposited in the general Trust Fund shall share in any
     earnings and losses (net appreciation or net depreciation) of the Trust
     Fund in the same manner provided above. Each segregated account maintained
     on behalf of a Participant shall be credited or charged with its separate
     earnings and losses.

          (f) Minimum Allocations Required for Top Heavy Plan Years:
     Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of the
     Employer contributions allocated to the Participant's Combined Account of
     each Employee shall be equal to at least three percent (3%) of such
     Employee's "415 Compensation" (reduced by contributions and forfeitures, if
     any, allocated to each Employee in any defined contribution plan included
     with this plan in a Required Aggregation Group). However, if (1) the sum of
     the Employer contributions allocated to the Participant's Combined Account
     of each Key Employee for such Top Heavy Plan Year is less than three
     percent (3%) of each Key Employee's "415 Compensation" and (2) this Plan is
     not required to be included in an Aggregation Group to enable a defined
     benefit plan to meet the requirements of Code Section 401(a)(4) or 410, the
     sum of the Employer contributions allocated to the Participant's Combined
     Account of each Employee shall be equal to the largest percentage allocated
     to the Participant's Combined Account of any Key Employee. However, in
     determining whether a Non-Key

                                 Page 19 of 64
<PAGE>

     Employee has received the required minimum allocation, such Non-Key
     Employee's Deferred Compensation and matching contributions needed to
     satisfy the "Actual Contribution Percentage" tests pursuant to Section
     4.7(a) shall not be taken into account.

              However, no such minimum allocation shall be required in this Plan
     for any Employee who participates in another defined contribution plan
     subject to Code Section 412 included with this Plan in a Required
     Aggregation Group.

          (g) For purposes of the minimum allocations set forth above, the
     percentage allocated to the Participant's Combined Account of any Key
     Employee shall be equal to the ratio of the sum of the Employer
     contributions allocated on behalf of such Key Employee divided by the "415
     Compensation" for such Key Employee.

          (h) For any Top Heavy Plan Year, the minimum allocations set forth
     above shall be allocated to the Participant's Combined Account of all
     Employees who are Participants and who are employed by the Employer on the
     last day of the Plan Year, including Employees who have (1) failed to
     complete a Year of Service; and (2) declined to make mandatory
     contributions (if required) or, in the case of a cash or deferred
     arrangement, elective contributions to the Plan.

          (i) In lieu of the above, if an Employee participates in this Plan and
     a defined benefit pension plan included in a Required Aggregation Group
     which is top heavy, a minimum allocation of five percent (5%) of "415
     Compensation" shall be provided under this Plan.

          (j) For the purposes of this Section, "415 Compensation" shall be
     limited to the amount established by Code Section 401(a)(17) ($170,000 for
     the 2000 calendar year). Such amount shall be adjusted for increases in the
     cost of living in accordance with Code Section 401(a)(17), except that the
     dollar increase in effect on January 1 of any calendar year shall be
     effective for the Plan Year beginning with or within such calendar year.
     For any short Plan Year the "415 Compensation" limit shall be an amount
     equal to the "415 Compensation" limit for the calendar year in which the
     Plan Year begins multiplied by the ratio obtained by dividing the number of
     full months in the short Plan Year by twelve (12).

          (k) Notwithstanding anything herein to the contrary, Participants who
     terminated employment for any reason during the Plan Year shall share in
     the salary reduction contributions made by the Employer for the year of
     termination without regard to the Hours of Service credited.

          (l) If a Former Participant is reemployed after five (5) consecutive
     1-Year Breaks in Service, then separate accounts shall be maintained as
     follows:

              (1) one account for nonforfeitable benefits attributable to pre-
              break service; and

              (2) one account representing his status in the Plan attributable
              to post-break service.

                                 Page 20 of 64
<PAGE>

     4.5  ACTUAL DEFERRAL PERCENTAGE TESTS

          (a) Maximum Annual Allocation: For each Plan Year beginning after
     December 31, 1996, the annual allocation derived from Employer Elective
     Contributions to a Highly Compensated Participant's Elective Account shall
     satisfy one of the following tests:

              (1) The "Actual Deferral Percentage" for the Highly Compensated
              Participant group shall not be more than the "Actual Deferral
              Percentage" of the Non-Highly Compensated Participant group (for
              the preceding Plan Year if the prior year testing method is used
              to calculate the "Actual Deferral Percentage" for the Non-Highly
              Compensated Participant group) multiplied by 1.25, or

              (2) The excess of the "Actual Deferral Percentage" for the Highly
              Compensated Participant group over the "Actual Deferral
              Percentage" for the Non-Highly Compensated Participant group (for
              the preceding Plan Year if the prior year testing method is used
              to calculate the "Actual Deferral Percentage" for the Non-Highly
              Compensated Participant group) shall not be more than two
              percentage points. Additionally, the "Actual Deferral Percentage"
              for the Highly Compensated Participant group shall not exceed the
              "Actual Deferral Percentage" for the Non-Highly Compensated
              Participant group (for the preceding Plan Year if the prior year
              testing method is used to calculate the "Actual Deferral
              Percentage" for the Non-Highly Compensated Participant group)
              multiplied by 2. The provisions of Code Section 401(k)(3) and
              Regulation 1.401(k)-1(b) are incorporated herein by reference.

              However, in order to prevent the multiple use of the alternative
              method described in (2) above and in Code Section 401(m)(9)(A),
              any Highly Compensated Participant eligible to make elective
              deferrals pursuant to Section 4.2 or to receive matching
              contributions under this Plan or under any other plan maintained
              by the Employer or an Affiliated Employer shall have a combination
              of his Elective Contributions and Employer matching contributions
              reduced pursuant to Section 4.6(a) and Regulation 1.401(m)-2, the
              provisions of which are incorporated herein by reference.

          (b) For the purposes of this Section "Actual Deferral Percentage"
     means, with respect to the Highly Compensated Participant group and Non-
     Highly Compensated Participant group for a Plan Year, the average of the
     ratios, calculated separately for each Participant in such group, of the
     amount of Employer Elective Contributions allocated to each Participant's
     Elective Account for such Plan Year, to such Participant's "414(s)
     Compensation" for such Plan Year. The actual deferral ratio for each
     Participant and the "Actual Deferral Percentage" for each group shall be
     calculated to the nearest one-hundredth of one percent. Employer Elective
     Contributions allocated to each Non-Highly Compensated Participant's
     Elective Account shall be reduced by Excess Deferred Compensation to the
     extent such excess amounts are made under this Plan or any other plan
     maintained by the Employer.

              Notwithstanding the above, if the prior year test method is used
     to calculate the "Actual Deferral Percentage" for the Non-Highly
     Compensated Participant group for the first Plan Year of this amendment and
     restatement, the "Actual Deferral Percentage" for the Non-Highly
     Compensated Participant group for the preceding Plan Year shall be
     calculated pursuant to the provisions of the Plan then in effect.

          (c) For the purposes of Sections 4.5(a) and 4.6, a Highly Compensated
     Participant and a Non-Highly Compensated Participant shall include any
     Employee eligible to make a deferral election pursuant to Section 4.2,
     whether or not such deferral election was made or suspended pursuant to
     Section 4.2.

              Notwithstanding the above, if the prior year testing method is
     used to calculate the "Actual Deferral Percentage" for the Non-Highly
     Compensated Participant group for the first Plan Year of this amendment and
     restatement, for purposes of Section 4.5(a) and 4.6, a Non-Highly
     Compensated Participant

                                 Page 21 of 64
<PAGE>

     shall include any such Employee eligible to make a deferral election,
     whether or not such deferral election was made or suspended, pursuant to
     the provisions of the Plan in effect for the preceding Plan Year.

          (d) If the Plan uses the prior year testing method, the "Actual
     Deferral Percentage" for the Non-Highly Compensated Participant group is
     determined without regard to changes in the group of Non-Highly Compensated
     Participants who are eligible under the Plan in the testing year. However,
     if the Plan results from, or is otherwise affected by, a "Plan Coverage
     Change" that becomes effective during the testing year, then the "Actual
     Deferral Percentage" for the Non-Highly Compensated Participant group for
     the prior year is the "Weighted Average Of The Actual Deferral Percentages
     For The Prior Year Subgroups." Notwithstanding the above, if ninety (90)
     percent or more of the total number of Non-Highly Compensated Participants
     from all "Prior Year Subgroups" are from a single "Prior Year Subgroup,"
     then in determining the "Actual Deferral Percentage" for the Non-Highly
     Compensated Participants for the prior year, the Employer may elect to use
     the "Actual Deferral Percentage" for Non-Highly Compensated Participants
     for the prior year under which that single "Prior Year Subgroup" was
     eligible, in lieu of using the weighted averages. For purposes of this
     Section the following definitions shall apply:

              (1) "Plan Coverage Change" means a change in the group or groups
              of eligible Participants on account of (i) the establishment or
              amendment of a plan, (ii) a plan merger, consolidation, or spinoff
              under Code Section 414(l), (iii) a change in the way plans within
              the meaning of Code Section 414(l) are combined or separated for
              purposes of Regulation 1.401(k)-1(g)(11), or (iv) a combination of
              any of the foregoing.

              (2) "Prior Year Subgroup" means all Non-Highly Compensated
              Participants for the prior year who, in the prior year, were
              eligible Participants under a specific Code Section 401(k) plan
              maintained by the Employer and who would have been eligible
              Participants in the prior year under the plan tested if the plan
              coverage change had first been effective as of the first day of
              the prior year instead of first being effective during the testing
              year.

              (3) "Weighted Average Of The Actual Deferral Percentages For The
              Prior Year Subgroups" means the sum, for all prior year subgroups,
              of the "Adjusted Actual Deferral Percentages."

              (4) "Adjusted Actual Deferral Percentage" with respect to a prior
              year subgroup means the Actual Deferral Percentage for Non-Highly
              Compensated Participants for the prior year of the specific plan
              under which the members of the prior year subgroup were eligible
              Participants, multiplied by a fraction, the numerator of which is
              the number of Non-Highly Compensated Participants in the prior
              year subgroup and the denominator of which is the total number of
              Non-Highly Compensated Participants in all prior year subgroups.

          (e) For the purposes of this Section and Code Sections 401(a)(4),
     410(b) and 401(k), if two or more plans which include cash or deferred
     arrangements are considered one plan for the purposes of Code Section
     401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii)), the cash or
     deferred arrangements included in such plans shall be treated as one
     arrangement. In addition, two or more cash or deferred arrangements may be
     considered as a single arrangement for purposes of determining whether or
     not such arrangements satisfy Code Sections 401(a)(4), 410(b) and 401(k).
     In such a case, the cash or deferred arrangements included in such plans
     and the plans including such arrangements shall be treated as one
     arrangement and as one plan for purposes of this Section and Code Sections
     401(a)(4), 410(b) and 401(k). Any adjustment to the Non-Highly Compensated
     Participant actual deferral ratio for the prior year shall be made in
     accordance with Internal Revenue Service Notice 98-1 and any superseding
     guidance. Plans may be aggregated under this paragraph (e) only if they
     have the same plan year. Notwithstanding the above, for Plan Years
     beginning after December 31, 1996, if two or more plans which include cash
     or deferred arrangements are permissively aggregated under Regulation
     1.410(b)-7(d), all plans permissively aggregated must use either the
     current year testing method or the prior year testing method for the
     testing year.

                                 Page 22 of 64
<PAGE>

              Notwithstanding the above, an employee stock ownership plan
     described in Code Section 4975(e)(7) or 409 may not be combined with this
     Plan for purposes of determining whether the employee stock ownership plan
     or this Plan satisfies this Section and Code Sections 401(a)(4), 410(b) and
     401(k).

          (f) For the purposes of this Section, if a Highly Compensated
     Participant is a Participant under two or more cash or deferred
     arrangements (other than a cash or deferred arrangement which is part of an
     employee stock ownership plan as defined in Code Section 4975(e)(7) or 409)
     of the Employer or an Affiliated Employer, all such cash or deferred
     arrangements shall be treated as one cash or deferred arrangement for the
     purpose of determining the actual deferral ratio with respect to such
     Highly Compensated Participant. However, if the cash or deferred
     arrangements have different plan years, this paragraph shall be applied by
     treating all cash or deferred arrangements ending with or within the same
     calendar year as a single arrangement.

          (g) For the purpose of this Section, when calculating the "Actual
     Deferral Percentage" for the Non-Highly Compensated Participant group, the
     current year testing method shall be used. Any change from the current year
     testing method to the prior year testing method shall be made pursuant to
     Internal Revenue Service Notice 98-1, Section VII (or superseding
     guidance), the provisions of which are incorporated herein by reference.

     4.6  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

          In the event (or if it is anticipated) that the initial allocations of
the Employer Elective Contributions made pursuant to Section 4.4 do (or might)
not satisfy one of the tests set forth in Section 4.5(a) for Plan Years
beginning after December 31, 1996, the Administrator shall adjust Excess
Contributions pursuant to the options set forth below:

          (a) On or before the fifteenth day of the third month following the
     end of each Plan Year, the Highly Compensated Participant having the
     largest amount of Elective Contributions shall have a portion of his
     Elective Contributions distributed to him until the total amount of Excess
     Contributions has been distributed, or until the amount of his Elective
     Contributions equals the Elective Contributions of the Highly Compensated
     Participant having the second largest amount of Elective Contributions.
     This process shall continue until the total amount of Excess Contributions
     has been distributed. In determining the amount of Excess Contributions to
     be distributed with respect to an affected Highly Compensated Participant
     as determined herein, such amount shall be reduced pursuant to Section
     4.2(f) by any Excess Deferred Compensation previously distributed to such
     affected Highly Compensated Participant for his taxable year ending with or
     within such Plan Year.

              (1) With respect to the distribution of Excess Contributions
              pursuant to (a) above, such distribution:

                  (i)    may be postponed but not later than the close of the
                  Plan Year following the Plan Year to which they are allocable;

                  (ii)   shall be adjusted for Income; and

                  (iii)  shall be designated by the Employer as a distribution
                  of Excess Contributions (and Income).

              (2) Any distribution of less than the entire amount of Excess
              Contributions shall be treated as a pro rata distribution of
              Excess Contributions and Income.

              (3) Matching contributions which relate to Excess Contributions
              shall be forfeited unless the related matching contribution is
              distributed as an Excess Aggregate Contribution pursuant to
              Section 4.8.

                                 Page 23 of 64
<PAGE>

          (b) Within twelve (12) months after the end of the Plan Year, the
     Employer may make a special Qualified Non-Elective Contribution on behalf
     of Non-Highly Compensated Participants in an amount sufficient to satisfy
     (or to prevent an anticipated failure of) one of the tests set forth in
     Section 4.5(a). Such contribution shall be allocated to the Participant's
     Elective Account of each Non-Highly Compensated Participant in the same
     proportion that each Non-Highly Compensated Participant's Compensation for
     the year bears to the total Compensation of all Non-Highly Compensated
     Participants.

              However, if the prior year testing method is used, the special
     Qualified Non-Elective Contribution shall be allocated in the prior Plan
     Year to the Participant's Elective Account on behalf of each Non-Highly
     Compensated Participant who was employed by the Employer on the last day of
     the prior Plan Year in the same proportion that each such Non-Highly
     Compensated Participant's Compensation for the prior Plan Year bears to the
     total Compensation of all such Non-Highly Compensated Participants for the
     prior Plan Year. Such contribution shall be made by the Employer prior to
     the end of the current Plan Year.

              Notwithstanding the above, for Plan Years beginning after December
     31, 1998, if the testing method changes from the current year testing
     method to the prior year testing method, then for purposes of preventing
     the double counting of Qualified Non-Elective Contributions for the first
     testing year for which the change is effective, any special Qualified Non-
     Elective Contribution on behalf of Non-Highly Compensated Participants used
     to satisfy the "Actual Deferral Percentage" or "Actual Contribution
     Percentage" test under the current year testing method for the prior year
     testing year shall be disregarded.

          (c) If during a Plan Year the projected aggregate amount of Elective
     Contributions to be allocated to all Highly Compensated Participants under
     this Plan would, by virtue of the tests set forth in Section 4.5(a), cause
     the Plan to fail such tests, then the Administrator may automatically
     reduce proportionately or in the order provided in Section 4.6(a) each
     affected Highly Compensated Participant's deferral election made pursuant
     to Section 4.2 by an amount necessary to satisfy one of the tests set forth
     in Section 4.5(a).

     4.7  ACTUAL CONTRIBUTION PERCENTAGE TESTS

          (a) The "Actual Contribution Percentage" for Plan Years beginning
     after December 31, 1996 for the Highly Compensated Participant group shall
     not exceed the greater of:

              (1) 125 percent of such percentage for the Non-Highly Compensated
              Participant group (for the preceding Plan Year if the prior year
              testing method is used to calculate the "Actual Contribution
              Percentage" for the Non-Highly Compensated Participant group); or

              (2) the lesser of 200 percent of such percentage for the Non-
              Highly Compensated Participant group (for the preceding Plan Year
              if the prior year testing method is used to calculate the "Actual
              Contribution Percentage" for the Non-Highly Compensated
              Participant group), or such percentage for the Non-Highly
              Compensated Participant group (for the preceding Plan Year if the
              prior year testing method is used to calculate the "Actual
              Contribution Percentage" for the Non-Highly Compensated
              Participant group) plus 2 percentage points. However, to prevent
              the multiple use of the alternative method described in this
              paragraph and Code Section 401(m)(9)(A), any Highly Compensated
              Participant eligible to make elective deferrals pursuant to
              Section 4.2 or any other cash or deferred arrangement maintained
              by the Employer or an Affiliated Employer and to make Employee
              contributions or to receive matching contributions under this Plan
              or under any plan maintained by the Employer or an Affiliated
              Employer shall have a combination of his Elective Contributions
              and Employer matching contributions reduced pursuant to Regulation
              1.401(m)-2 and Section 4.8(a). The provisions of Code Section
              401(m) and Regulations 1.401(m)-1(b) and 1.401(m)-2 are
              incorporated herein by reference.

          (b) For the purposes of this Section and Section 4.8, "Actual
     Contribution Percentage" for a Plan Year means, with respect to the Highly
     Compensated Participant group and Non-Highly Compensated

                                 Page 24 of 64
<PAGE>

     Participant group (for the preceding Plan Year if the prior year testing
     method is used to calculate the "Actual Contribution Percentage" for the
     Non-Highly Compensated Participant group), the average of the ratios
     (calculated separately for each Participant in each group rounded to the
     nearest one-hundredth of one percent) of:

              (1) the sum of Employer matching contributions made pursuant to
              Section 4.1(b) on behalf of each such Participant for such Plan
              Year

              (2) the Participant's "414(s) Compensation" for such Plan Year.

              Notwithstanding the above, if the prior year testing method is
     used to calculate the "Actual Contribution Percentage" for the Non-Highly
     Compensated Participant group for the first Plan Year of this amendment and
     restatement, for purposes of Section 4.7(a), the "Actual Contribution
     Percentage" for the Non-Highly Compensated Participant group for the
     preceding Plan Year shall be determined pursuant to the provisions of the
     Plan then in effect.

          (c) For purposes of determining the "Actual Contribution Percentage",
     only Employer matching contributions contributed to the Plan prior to the
     end of the succeeding Plan Year shall be considered. In addition, the
     Administrator may elect to take into account, with respect to Employees
     eligible to have Employer matching contributions pursuant to Section 4.1(b)
     allocated to their accounts, elective deferrals (as defined in Regulation
     1.402(g)-1(b)) and qualified non-elective contributions (as defined in Code
     Section 401(m)(4)(C)) contributed to any plan maintained by the Employer.
     Such elective deferrals and qualified non-elective contributions shall be
     treated as Employer matching contributions subject to Regulation 1.401(m)-
     1(b)(5) which is incorporated herein by reference. However, the Plan Year
     must be the same as the plan year of the plan to which the elective
     deferrals and the qualified non-elective contributions are made.

          (d) For purposes of this Section and Code Sections 401(a)(4), 410(b)
     and 401(m), if two or more plans of the Employer to which matching
     contributions, Employee contributions, or both, are made are treated as one
     plan for purposes of Code Sections 401(a)(4) or 410(b) (other than the
     average benefits test under Code Section 410(b)(2)(A)(ii)), such plans
     shall be treated as one plan. In addition, two or more plans of the
     Employer to which matching contributions, Employee contributions, or both,
     are made may be considered as a single plan for purposes of determining
     whether or not such plans satisfy Code Sections 401(a)(4), 410(b) and
     401(m). In such a case, the aggregated plans must satisfy this Section and
     Code Sections 401(a)(4), 410(b) and 401(m) as though such aggregated plans
     were a single plan. Any adjustment to the Non-Highly Compensated
     Participant actual contribution ratio for the prior year shall be made in
     accordance with Internal Revenue Service Notice 98-1 and any superseding
     guidance. Plans may be aggregated under this paragraph (e) only if they
     have the same plan year. Notwithstanding the above, for Plan Years
     beginning after December 31, 1996, if two or more plans which include cash
     or deferred arrangements are permissively aggregated under Regulation
     1.410(b)-7(d), all plans permissively aggregated must use either the
     current year testing method or the prior year testing method for the
     testing year.

              Notwithstanding the above, an employee stock ownership plan
     described in Code Section 4975(e)(7) or 409 may not be aggregated with this
     Plan for purposes of determining whether the employee stock ownership plan
     or this Plan satisfies this Section and Code Sections 401(a)(4), 410(b) and
     401(m).

          (e) If a Highly Compensated Participant is a Participant under two or
     more plans (other than an employee stock ownership plan as defined in Code
     Section 4975(e)(7) or 409) which are maintained by the Employer or an
     Affiliated Employer to which matching contributions, Employee
     contributions, or both, are made, all such contributions on behalf of such
     Highly Compensated Participant shall be aggregated for purposes of
     determining such Highly Compensated Participant's actual contribution
     ratio. However, if the plans have different plan years, this paragraph
     shall be applied by treating all plans ending with or within the same
     calendar year as a single plan.

          (f) For purposes of Sections 4.7(a) and 4.8, a Highly Compensated
     Participant and

                                 Page 25 of 64
<PAGE>

     Non-Highly Compensated Participant shall include any Employee eligible to
     have Employer matching contributions (whether or not a deferral election
     was made or suspended) or voluntary employee contributions (whether or not
     voluntary employee contributions are made) allocated to his account for the
     Plan Year.

              Notwithstanding the above, if the prior year testing method is
     used to calculate the "Actual Contribution Percentage" for the Non-Highly
     Compensated Participant group for the first Plan Year of this amendment and
     restatement, for the purposes of Section 4.7(a), a Non-Highly Compensated
     Participant shall include any such Employee eligible to have Employer
     matching contributions (whether or not a deferral election was made or
     suspended) or voluntary employee contributions (whether or not voluntary
     employee contributions are made) allocated to his account for the preceding
     Plan Year pursuant to the provisions of the Plan then in effect.

          (g) If the Plan uses the prior year testing method, the "Actual
     Contribution Percentage" for the Non-Highly Compensated Participant group
     is determined without regard to changes in the group of Non-Highly
     Compensated Participants who are eligible under the Plan in the testing
     year. However, if the Plan results from, or is otherwise affected by, a
     "Plan Coverage Change" that becomes effective during the testing year, then
     the "Actual Contribution Percentage" for the Non-Highly Compensated
     Participant group for the prior year is the "Weighted Average Of The Actual
     Contribution Percentages For The Prior Year Subgroups." Notwithstanding the
     above, if ninety (90) percent or more of the total number of Non-Highly
     Compensated Participants from all "Prior Year Subgroups" are from a single
     "Prior Year Subgroup," then in determining the "Actual Contribution
     Percentage" for the Non-Highly Compensated Participants for the prior year,
     the Employer may elect to use the "Actual Contribution Percentage" for Non-
     Highly Compensated Participants for the prior year under which that single
     "Prior Year Subgroup" was eligible, in lieu of using the weighted averages.
     For purposes of this Section the following definitions shall apply:

              (1) "Plan Coverage Change" means a change in the group or groups
              of eligible Participants on account of (i) the establishment or
              amendment of a plan, (ii) a plan merger, consolidation, or spinoff
              under Code Section 414(l), (iii) a change in the way plans within
              the meaning of Code Section 414(l) are combined or separated for
              purposes of Regulation 1.401(k)-1(g)(11), or (iv) a combination of
              any of the foregoing.

              (2) "Prior Year Subgroup" means all Non-Highly Compensated
              Participants for the prior year who, in the prior year, were
              eligible Participants under a specific Code Section 401(m) plan
              maintained by the Employer and who would have been eligible
              Participants in the prior year under the plan tested if the plan
              coverage change had first been effective as of the first day of
              the prior year instead of first being effective during the testing
              year.

              (3) "Weighted Average Of The Actual Contribution Percentages For
              The Prior Year Subgroups" means the sum, for all prior year
              subgroups, of the "Adjusted Actual Contribution Percentages."

              (4) "Adjusted Actual Contribution Percentage" with respect to a
              prior year subgroup means the Actual Contribution Percentage for
              Non-Highly Compensated Participants for the prior year of the
              specific plan under which the members of the prior year subgroup
              were eligible Participants, multiplied by a fraction, the
              numerator of which is the number of Non-Highly Compensated
              Participants in the prior year subgroup and the denominator of
              which is the total number of Non-Highly Compensated Participants
              in all prior year subgroups.

          (h) For the purpose of this Section, when calculating the "Actual
     Contribution Percentage" for the Non-highly Compensated Participant group,
     the current year testing method shall be used. Any change from the current
     year testing method to the prior year testing method shall be made pursuant
     to Internal Revenue Service Notice 98-1, Section vii (or superseding
     guidance), the provisions of which are incorporated herein by reference.

                                 Page 26 of 64
<PAGE>

     4.8  ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

          (a)  In the event (or if it is anticipated) that, for Plan Years
     beginning after December 31, 1996, the "Actual Contribution Percentage" for
     the Highly Compensated Participant group exceeds (or might exceed) the
     "Actual Contribution Percentage" for the Non-Highly Compensated Participant
     group pursuant to Section 4.7(a), the Administrator (on or before the
     fifteenth day of the third month following the end of the Plan Year, but in
     no event later than the close of the following Plan Year) shall direct the
     Trustee to distribute to the Highly Compensated Participant having the
     largest amount of contributions determined pursuant to Section 4.7(b)(2),
     his Vested portion of such contributions (and Income allocable to such
     contributions) and, if forfeitable, forfeit such non-Vested Excess
     Aggregate Contributions attributable to Employer matching contributions
     (and Income allocable to such forfeitures) until the total amount of Excess
     Aggregate Contributions has been distributed, or until his remaining amount
     equals the amount of contributions determined pursuant to Section 4.7(b)(2)
     of the Highly Compensated Participant having the second largest amount of
     contributions. This process shall continue until the total amount of Excess
     Aggregate Contributions has been distributed.

               If the correction of Excess Aggregate Contributions attributable
     to Employer matching contributions is not in proportion to the Vested and
     non-Vested portion of such contributions, then the Vested portion of the
     Participant's Account attributable to Employer matching contributions after
     the correction shall be subject to Section 6.5(h).

          (b)  Any distribution and/or forfeiture of less than the entire amount
     of Excess Aggregate Contributions (and Income) shall be treated as a pro
     rata distribution and/or forfeiture of Excess Aggregate Contributions and
     Income. Distribution of Excess Aggregate Contributions shall be designated
     by the Employer as a distribution of Excess Aggregate Contributions (and
     Income). Forfeitures of Excess Aggregate Contributions shall be treated in
     accordance with Section 4.4.

          (c)  Excess Aggregate Contributions, including forfeited matching
     contributions, shall be treated as Employer contributions for purposes of
     Code Sections 404 and 415 even if distributed from the Plan.

               Forfeited matching contributions that are reallocated to
     Participants' Accounts for the Plan Year in which the forfeiture occurs
     shall be treated as an "annual addition" pursuant to Section 4.9(b) for the
     Participants to whose Accounts they are reallocated and for the
     Participants from whose Accounts they are forfeited.

          (d)  The determination of the amount of Excess Aggregate Contributions
     with respect to any Plan Year shall be made after first determining the
     Excess Contributions, if any, to be treated as voluntary Employee
     contributions due to recharacterization for the plan year of any other
     qualified cash or deferred arrangement (as defined in Code Section 401(k))
     maintained by the Employer that ends with or within the Plan Year.

          (e)  If during a Plan Year the projected aggregate amount of Employer
     matching contributions to be allocated to all Highly Compensated
     Participants under this Plan would, by virtue of the tests set forth in
     Section 4.7(a), cause the Plan to fail such tests, then the Administrator
     may automatically reduce proportionately or in the order provided in
     Section 4.8(a) each affected Highly Compensated Participant's projected
     share of such contributions by an amount necessary to satisfy one of the
     tests set forth in Section 4.7(a).

          (f)  Notwithstanding the above, within twelve (12) months after the
     end of the Plan Year, the Employer may make a special Qualified Non-
     Elective Contribution on behalf of Non-Highly Compensated Participants in
     an amount sufficient to satisfy (or to prevent an anticipated failure of)
     one of the tests set forth in Section 4.7(a). Such contribution shall be
     allocated to the Participant's Account of Non-Highly Compensated
     Participant in the same proportion that each Non-Highly Compensated
     Participant's

                                 Page 27 of 64
<PAGE>

     Compensation for the Plan Year bears to the total Compensation of all Non-
     Highly Compensated Participants for the Plan Year. A separate accounting of
     any special Qualified Non-Elective Contribution shall be maintained in the
     Participant's Account.

               However, if the prior year testing method is used, the special
     Qualified Non-Elective Contribution shall be allocated in the prior Plan
     Year to the Participant's Account on behalf of each Non-Highly Compensated
     Participant who was employed by the Employer on the last day of the prior
     Plan Year in the same proportion that each such Non-Highly Compensated
     Participant's Compensation for the prior Plan Year bears to the total
     Compensation of all such Non-Highly Compensated Participants for the prior
     Plan Year. Such contribution shall be made by the Employer prior to the end
     of the current Plan Year. A separate accounting of any special Qualified
     Non-Elective Contributions shall be maintained in the Participant's
     Account.

               Notwithstanding the above, for Plan Years beginning after
     December 31, 1998, if the testing method changes from the current year
     testing method to the prior year testing method, then for purposes of
     preventing the double counting of Qualified Non-Elective Contributions for
     the first testing year for which the change is effective, any special
     Qualified Non-Elective Contribution on behalf of Non-Highly Compensated
     Participants used to satisfy the "Actual Deferral Percentage" or "Actual
     Contribution Percentage" test under the current year testing method for the
     prior year testing year shall be disregarded.

     4.9  MAXIMUM ANNUAL ADDITIONS

          (a)  Notwithstanding the foregoing, the maximum "annual additions"
     credited to a Participant's accounts for any "limitation year" shall equal
     the lesser of: (1) $30,000 adjusted annually as provided in Code Section
     415(d) pursuant to the Regulations, or (2) twenty-five percent (25%) of the
     Participant's "415 Compensation" for such "limitation year." For any short
     "limitation year," the dollar limitation in (1) above shall be reduced by a
     fraction, the numerator of which is the number of full months in the short
     "limitation year" and the denominator of which is twelve (12).

          (b)  For purposes of applying the limitations of Code Section 415,
     "annual additions" means the sum credited to a Participant's accounts for
     any "limitation year" of (1) Employer contributions, (2) Employee
     contributions, (3) forfeitures, (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 and (5) amounts derived from contributions paid or accrued after
     December 31, 1985, in taxable years ending after such date, which 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 plan (as defined in Code Section 419(e)) maintained by the
     Employer. Except, however, the "415 Compensation" percentage limitation
     referred to in paragraph (a)(2) above shall not apply to: (1) any
     contribution for medical benefits (within the meaning of Code Section
     419A(f)(2)) after separation from service which is otherwise treated as an
     "annual addition," or (2) any amount otherwise treated as an "annual
     addition" under Code Section 415(l)(1).

          (c)  For purposes of applying the limitations of Code Section 415, the
     transfer of funds from one qualified plan to another is not an "annual
     addition." In addition, the following are not Employee contributions for
     the purposes of Section 4.9(b)(2): (1) rollover contributions (as defined
     in Code Sections 402(e)(6), 403(a)(4), 403(b)(8) and 408(d)(3)); (2)
     repayments of loans made to a Participant from the Plan; (3) repayments of
     distributions received by an Employee pursuant to Code Section 411(a)(7)(B)
     (cash-outs); (4) repayments of distributions received by an Employee
     pursuant to Code Section 411(a)(3)(D) (mandatory contributions); and (5)
     Employee contributions to a simplified employee pension excludable from
     gross income under Code Section 408(k)(6).

          (d)  For purposes of applying the limitations of Code Section 415, the
     "limitation year" shall be the Plan Year.

                                 Page 28 of 64
<PAGE>

          (e)  For the purpose of this Section, all qualified defined benefit
     plans (whether terminated or not) ever maintained by the Employer shall be
     treated as one defined benefit plan, and all qualified defined contribution
     plans (whether terminated or not) ever maintained by the Employer shall be
     treated as one defined contribution plan.

          (f)  For the purpose of this Section, if the Employer is a member of a
     controlled group of corporations, trades or businesses under common control
     (as defined by Code Section 1563(a) or Code Section 414(b) and (c) as
     modified by Code Section 415(h)), is a member of an affiliated service
     group (as defined by Code Section 414(m)), or is a member of a group of
     entities required to be aggregated pursuant to Regulations under Code
     Section 414(o), all Employees of such Employers shall be considered to be
     employed by a single Employer.

          (g)  For the purpose of this Section, if this Plan is a Code Section
     413(c) plan, each Employer who maintains this Plan will be considered to be
     a separate Employer.

          (h)(1) If a Participant participates in more than one defined
     contribution plan maintained by the Employer which have different
     Anniversary Dates, the maximum "annual additions" under this Plan shall
     equal the maximum "annual additions" for the "limitation year" minus any
     "annual additions" previously credited to such Participant's accounts
     during the "limitation year."

               (2)  If a Participant participates in both a defined contribution
               plan subject to Code Section 412 and a defined contribution plan
               not subject to Code Section 412 maintained by the Employer which
               have the same Anniversary Date, "annual additions" will be
               credited to the Participant's accounts under the defined
               contribution plan subject to Code Section 412 prior to crediting
               "annual additions" to the Participant's accounts under the
               defined contribution plan not subject to Code Section 412.

               (3)  If a Participant participates in more than one defined
               contribution plan not subject to Code Section 412 maintained by
               the Employer which have the same Anniversary Date, the maximum
               "annual additions" under this Plan shall equal the product of (A)
               the maximum "annual additions" for the "limitation year" minus
               any "annual additions" previously credited under subparagraphs
               (1) or (2) above, multiplied by (B) a fraction (i) the numerator
               of which is the "annual additions" which would be credited to
               such Participant's accounts under this Plan without regard to the
               limitations of Code Section 415 and (ii) the denominator of which
               is such "annual additions" for all plans described in this
               subparagraph.


          (i)  For Plan Years commencing prior to January 1, 2000, if an
     Employee is (or has been) a Participant in one or more defined benefit
     plans and one or more defined contribution plans maintained by the
     Employer, the sum of the defined benefit plan fraction and the defined
     contribution plan fraction for any "limitation year" may not exceed 1.0.

          (j)  The defined benefit plan fraction for any "limitation year" is a
     fraction, 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 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) or 140 percent of the
     highest average compensation, including any adjustments under Code Section
     415(b).

               Notwithstanding the above, 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 this 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 plan 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"

                                 Page 29 of 64
<PAGE>

     beginning before January 1, 1987.

          (k)  The defined contribution plan fraction for any "limitation year"
     is a fraction, 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 all 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), and individual medical accounts, as defined in Code
     Section 415(l)(2), maintained by the Employer), and 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.

               If the Employee was a Participant as of the end 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, and
     disregarding any changes in the terms and conditions of the Plan made 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.

          (l)  Notwithstanding the foregoing, for any "limitation year" in which
     the Plan is a Top Heavy Plan, 100 percent shall be substituted for 125
     percent in Sections 4.9(j) and 4.9(k).

          (m)  For Plan Years commencing prior to January 1, 2000, if the sum of
     the defined benefit plan fraction and the defined contribution plan
     fraction shall exceed 1.0 in any "limitation year" for any Participant in
     this Plan, the Administrator shall limit, to the extent necessary, the
     "annual additions" to such Participant's accounts for such "limitation
     year." If, after limiting the "annual additions" to such Participant's
     accounts for the "limitation year," the sum of the defined benefit plan
     fraction and the defined contribution plan fraction still exceed 1.0, the
     Administrator shall then adjust the numerator of the defined contribution
     plan fraction so that the sum of both fractions shall not exceed 1.0 in any
     "limitation year" for such Participant.

          (n)  Notwithstanding anything contained in this Section to the
     contrary, the limitations, adjustments and other requirements prescribed in
     this Section shall at all times comply with the provisions of Code Section
     415 and the Regulations thereunder, the terms of which are specifically
     incorporated herein by reference.

     4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

          (a)  If, as a result of a reasonable error in estimating a
     Participant's Compensation, a reasonable error in determining the amount of
     elective deferrals (within the meaning of Code Section 402(g)(3)) that may
     be made with respect to any Participant under the limits of Section 4.9 or
     other facts and circumstances to which Regulation 1.415-6(b)(6) shall be
     applicable, the "annual additions" under this Plan would cause the maximum
     "annual additions" to be exceeded for any Participant, the Administrator
     shall (1) distribute any elective deferrals (within the meaning of Code
     Section 402(g)(3)) or return any Employee contributions (whether voluntary
     or mandatory), and for the distribution of gains attributable to those
     elective deferrals and Employee contributions, to the extent that the
     distribution or return would reduce the "excess amount" in the
     Participant's accounts (2) hold any "excess amount" remaining after the
     return of any elective deferrals

                                 Page 30 of 64
<PAGE>

     or voluntary Employee contributions in a "Section 415 suspense account" (3)
     use the "Section 415 suspense account" in the next "limitation year" (and
     succeeding "limitation years" if necessary) to reduce Employer
     contributions for that Participant if that Participant is covered by the
     Plan as of the end of the "limitation year," or if the Participant is not
     so covered, allocate and reallocate the "Section 415 suspense account" in
     the next "limitation year" (and succeeding "limitation years" if necessary)
     to all Participants in the Plan before any Employer or Employee
     contributions which would constitute "annual additions" are made to the
     Plan for such "limitation year" (4) reduce Employer contributions to the
     Plan for such "limitation year" by the amount of the "Section 415 suspense
     account" allocated and reallocated during such "limitation year."

          (b)  For purposes of this Article, "excess amount" for any Participant
     for a "limitation year" shall mean the excess, if any, of (1) the "annual
     additions" which would be credited to his account under the terms of the
     Plan without regard to the limitations of Code Section 415 over (2) the
     maximum "annual additions" determined pursuant to Section 4.9.

          (c)  For purposes of this Section, "Section 415 suspense account"
     shall mean an unallocated account equal to the sum of "excess amounts" for
     all Participants in the Plan during the "limitation year." The "Section 415
     suspense account" shall not share in any earnings or losses of the Trust
     Fund.

     4.11 TRANSFERS FROM QUALIFIED PLANS

          (a)  With the consent of the Administrator, amounts may be transferred
     from other qualified plans by Eligible Employees, provided that the trust
     from which such funds are transferred permits the transfer to be made and
     the transfer will not jeopardize the tax exempt status of the Plan or Trust
     or create adverse tax consequences for the Employer. The amounts
     transferred shall be set up in a separate account herein referred to as a
     "Participant's Rollover Account." Such account shall be fully Vested at all
     times and shall not be subject to Forfeiture for any reason.

          (b)  Amounts in a Participant's Rollover Account shall be held by the
     Trustee pursuant to the provisions of this Plan and may not be withdrawn
     by, or distributed to the Participant, in whole or in part, except as
     provided in paragraphs (c) and (d) of this Section.

          (c)  Except as permitted by Regulations (including Regulation
     1.411(d)-4), amounts attributable to elective contributions (as defined in
     Regulation 1.401(k)-1(g)(3)), including amounts treated as elective
     contributions, which are transferred from another qualified plan in a plan-
     to-plan transfer shall be subject to the distribution limitations provided
     for in Regulation 1.401(k)-1(d).

          (d)  The Administrator, at the election of the Participant, shall
     direct the Trustee to distribute all or a portion of the amount credited to
     the Participant's Rollover Account. Any distributions of amounts held in a
     Participant's Rollover Account shall be made in a manner which is
     consistent with and satisfies the provisions of Section 6.5, including, but
     not limited to, all notice and consent requirements of Code Sections 417
     and 411(a)(11) and the Regulations thereunder. Furthermore, such amounts
     shall be considered as part of a Participant's benefit in determining
     whether an involuntary cash-out of benefits without Participant consent may
     be made.

          (e)  The Administrator may direct that employee transfers made after a
     Valuation Date be segregated into a separate account for each Participant
     in a federally insured savings account, certificate of deposit in a bank or
     savings and loan association, money market certificate, or other short term
     debt security acceptable to the Trustee until such time as the allocations
     pursuant to this Plan have been made, at which time they may remain
     segregated or be invested as part of the general Trust Fund, to be
     determined by the Administrator.

          (f)  For purposes of this Section, the term "qualified plan" shall
     mean any tax qualified plan under Code Section 401(a). The term "amounts
     transferred from other qualified plans" shall mean: (i) amounts transferred
     to this Plan directly from another qualified plan; (ii) distributions from
     another qualified plan which are eligible rollover distributions and which
     are either transferred by the Employee to

                                 Page 31 of 64
<PAGE>

     this Plan within sixty (60) days following his receipt thereof or are
     transferred pursuant to a direct rollover; (iii) amounts transferred to
     this Plan from a conduit individual retirement account provided that the
     conduit individual retirement account has no assets other than assets which
     (A) were previously distributed to the Employee by another qualified plan
     as a lump-sum distribution (B) were eligible for tax-free rollover to a
     qualified plan and (C) were deposited in such conduit individual retirement
     account within sixty (60) days of receipt thereof and other than earnings
     on said assets; and (iv) amounts distributed to the Employee from a conduit
     individual retirement account meeting the requirements of clause (iii)
     above, and transferred by the Employee to this Plan within sixty (60) days
     of his receipt thereof from such conduit individual retirement account.

          (g)  Prior to accepting any transfers to which this Section applies,
     the Administrator may require the Employee to establish that the amounts to
     be transferred to this Plan meet the requirements of this Section and may
     also require the Employee to provide an opinion of counsel satisfactory to
     the Employer that the amounts to be transferred meet the requirements of
     this Section.

          (h)  Notwithstanding anything herein to the contrary, a transfer
     directly to this Plan from another qualified plan (or a transaction having
     the effect of such a transfer) shall only be permitted if it will not
     result in the elimination or reduction of any "Section 411(d)(6) protected
     benefit" as described in Section 8.1.

     4.12 VOLUNTARY CONTRIBUTIONS

          (a)  Prior to January 1, 2000, a Participant in the FAB Plan (see
     recitals section of this Plan) was allowed to voluntarily contribute a
     portion of his compensation earned while a Participant under the FAB Plan.
     However, on and after January 1, 2000, no further voluntary contributions
     will be allowed. The balance in each Participant's Voluntary Contribution
     Account is fully Vested at all times and shall not be subject to Forfeiture
     for any reason.

          (b)  A Participant may elect to withdraw his voluntary contributions
     from his Voluntary Contribution Account and the actual earnings thereon in
     a manner which is consistent with and satisfies the provisions of Section
     6.5, including, but not limited to, all notice and consent requirements of
     Code Sections 417 and 411(a)(11) and the Regulations thereunder. If the
     Administrator maintains sub-accounts with respect to voluntary
     contributions (and earnings thereon) which were made on or before a
     specified date, a Participant shall be permitted to designate which sub-
     account shall be the source for his withdrawal.

          (c)  At Normal Retirement Date, or such other date when the
     Participant or his Beneficiary shall be entitled to receive benefits, the
     fair market value of the Voluntary Contribution Account shall be used to
     provide additional benefits to the Participant or his Beneficiary.

     4.13 DIRECTED INVESTMENT ACCOUNT

          (a)  Participants may, subject to a procedure established by the
     Administrator (the Participant Direction Procedures) and applied in a
     uniform nondiscriminatory manner, direct the Trustee to invest all of their
     accounts in specific assets, specific funds or other investments permitted
     under the Plan and the Participant Direction Procedures. That portion of
     the interest of any Participant so directing will thereupon be considered a
     Participant's Directed Account.

          (b)  As of each Valuation Date, all Participant Directed Accounts
     shall be charged or credited with the net earnings, gains, losses and
     expenses as well as any appreciation or depreciation in the market value
     using publicly listed fair market values when available or appropriate.

               (1)  To the extent that the assets in a Participant's Directed
               Account are accounted for as pooled assets or investments, the
               allocation of earnings, gains and losses of each Participant's
               Directed Account shall be based upon the total amount of funds so
               invested, in a manner proportionate to the Participant's share of
               such pooled investment.

                                 Page 32 of 64
<PAGE>

               (2)  To the extent that the assets in the Participant's Directed
               Account are accounted for as segregated assets, the allocation of
               earnings, gains and losses from such assets shall be made on a
               separate and distinct basis.


                                   ARTICLE V
                                  VALUATIONS

     5.1  VALUATION OF THE TRUST FUND

          The Administrator shall direct the Trustee, as of each Valuation Date,
to determine the net worth of the assets comprising the Trust Fund as it exists
on the Valuation Date. In determining such net worth, the Trustee shall value
the assets comprising the Trust Fund at their fair market value as of the
Valuation Date and shall deduct all expenses for which the Trustee has not yet
obtained reimbursement from the Employer or the Trust Fund. The Trustee may
update the value of any shares held in the Participant Directed Account by
reference to the number of shares held by that Participant, priced at the market
value as of the Valuation Date.

     5.2  METHOD OF VALUATION

          In determining the fair market value of securities held in the Trust
Fund which are listed on a registered stock exchange, the Administrator shall
direct the Trustee to value the same at the prices they were last traded on such
exchange preceding the close of business on the Valuation Date.  If such
securities were not traded on the Valuation Date, or if the exchange on which
they are traded was not open for business on the Valuation Date, then the
securities shall be valued at the prices at which they were last traded prior to
the Valuation Date. Any unlisted security held in the Trust Fund shall be valued
at its bid price next preceding the close of business on the Valuation Date,
which bid price shall be obtained from a registered broker or an investment
banker. In determining the fair market value of assets other than securities for
which trading or bid prices can be obtained, the Trustee may appraise such
assets itself, or in its discretion, employ one or more appraisers for that
purpose and rely on the values established by such appraiser or appraisers.


                                  ARTICLE VI
                  DETERMINATION AND DISTRIBUTION OF BENEFITS

     6.1  DETERMINATION OF BENEFITS UPON RETIREMENT

          Every Participant may terminate his employment with the Employer and
retire for the purposes hereof on his Normal Retirement Date.  However, a
Participant may postpone the termination of his employment with the Employer to
a later date, in which event the participation of such Participant in the Plan,
including the right to receive allocations pursuant to Section 4.4, shall
continue until his Late Retirement Date. Upon a Participant's Retirement Date or
attainment of his Normal Retirement Date without termination of employment with
the Employer, or as soon thereafter as is practicable, the Trustee shall
distribute, at the election of the Participant, all amounts credited to such
Participant's Combined Account in accordance with Section 6.5.

     6.2  DETERMINATION OF BENEFITS UPON DEATH

          (a)  Upon the death of a Participant before his Retirement Date or
     other termination of his employment, all amounts credited to such
     Participant's Combined Account shall become fully Vested. The Administrator
     shall direct the Trustee, in accordance with the provisions of Sections 6.6
     and 6.7, to distribute the value of the deceased Participant's accounts to
     the Participant's Beneficiary.

          (b)  Upon the death of a Former Participant, the Administrator shall
     direct the Trustee, in accordance with the provisions of Sections 6.6 and
     6.7, to distribute any remaining Vested amounts credited to the accounts of
     a deceased Former Participant to such Former Participant's Beneficiary.

          (c)  Any security interest held by the Plan by reason of an
     outstanding loan to the Participant or Former Participant shall be taken
     into account in determining the amount of the Pre-Retirement Survivor

                                 Page 33 of 64
<PAGE>

     Annuity for GSB/FAB Participants (see Section 6.5) and the death benefit
     for all other Participants.

          (d)  The Administrator may require such proper proof of death and such
     evidence of the right of any person to receive payment of the value of the
     account of a deceased Participant or Former Participant as the
     Administrator may deem desirable. The Administrator's determination of
     death and of the right of any person to receive payment shall be
     conclusive.

          (e)  Participants other than GSB and FAB Participants.  For all
     Participants other than GSB/FAB Participants (see Section 6.5), the
     Beneficiary of the death benefit payable pursuant to this Section shall be
     the Participant's spouse. Except, however, the Participant may designate a
     Beneficiary other than his spouse if:

               (1)  the spouse has waived the right to be the Participant's
               Beneficiary, or

               (2)  the Participant is legally separated or has been abandoned
               (within the meaning of local law) and the Participant has a court
               order to such effect (and there is no "qualified domestic
               relations order" as defined in Code Section 414(p) which provides
               otherwise), or

               (3)  the Participant has no spouse, or

               (4)  the spouse cannot be located.

               Any consent by the Participant's spouse to waive any rights to
               the death benefit must be in writing, must acknowledge the effect
               of such waiver, and be witnessed by a Plan representative or a
               notary public. Further, the spouse's consent must be irrevocable
               and must acknowledge the specific nonspouse Beneficiary.


               GSB/FAB Participants.  Unless otherwise elected in the manner
     prescribed in Section 6.6, a GSB/FAB Participant's spouse (see Section 6.5)
     shall receive a death benefit equal to the Pre-Retirement Survivor Annuity.
     The GSB/FAB Participant may designate a Beneficiary other than his spouse
     to receive that portion of his death benefit which is not payable as a Pre-
     Retirement Survivor Annuity. The GSB/FAB Participant may also designate a
     Beneficiary other than his spouse to receive the Pre-Retirement Survivor
     Annuity but only if:

               (1)  the GSB/FAB Participant and his spouse have validly waived
               the Pre-Retirement Survivor Annuity in the manner prescribed in
               Section 6.6, and the spouse has waived his or her right to be the
               Participant's Beneficiary, or

               (2)  the GSB/FAB Participant is legally separated or has been
               abandoned (within the meaning of local law) and the Participant
               has a court order to such effect (and there is no "qualified
               domestic relations order" as defined in Code Section 414(p) which
               provides otherwise), or

               (3)  the GSB/FAB Participant has no spouse, or

               (4)  the spouse cannot be located.

               With respect to all Participants, in the event of a designation
     of Beneficiary,  the designation shall be made on a form satisfactory to
     the Administrator. A Participant may at any time revoke his designation of
     a Beneficiary or change his Beneficiary by filing written notice of such
     revocation or change with the Administrator. However, the Participant's
     spouse must again consent in writing to any change in Beneficiary unless
     the original consent acknowledged that the spouse had the right to limit
     consent only to a specific Beneficiary and that the spouse voluntarily
     elected to relinquish such right.  With respect to GSB/FAB Participants,
     the consent only applies to that portion of the death benefit that would
     otherwise be

                                 Page 34 of 64
<PAGE>

     paid as a Pre-Retirement Survivor Annuity. GSB/FAB Participants may, at any
     time, designate a Beneficiary to receive death benefits that are in excess
     of the Pre-Retirement Survivor Annuity. In the event no valid designation
     of Beneficiary exists at the time of the Participant's death, the death
     benefit shall be payable to his spouse.

     6.3  DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

          In the event of a Participant's Total and Permanent Disability prior
to his Retirement Date or other termination of his employment, all amounts
credited to such Participant's Combined Account shall become fully Vested. In
the event of a Participant's Total and Permanent Disability, the Trustee, in
accordance with the provisions of Sections 6.5 and 6.7, shall distribute to such
Participant all amounts credited to such Participant's Combined Account as
though he had retired.

     6.4  DETERMINATION OF BENEFITS UPON TERMINATION

          (a)  If a Participant's employment with the Employer is terminated for
     any reason other than death, Total and Permanent Disability or retirement,
     such Participant shall be entitled to such benefits as are provided
     hereinafter pursuant to this Section 6.4.

               Distribution of the funds due to a Terminated Participant shall
     be made on the occurrence of an event which would result in the
     distribution had the Terminated Participant remained in the employ of the
     Employer (upon the Participant's death, Total and Permanent Disability or
     Normal Retirement). However, at the election of the Participant, the
     Administrator shall direct the Trustee to cause the entire Vested portion
     of the Terminated Participant's Combined Account to be payable to such
     Terminated Participant as soon as administratively feasible. Any
     distribution under this paragraph shall be made in a manner which is
     consistent with and satisfies the provisions of Section 6.5, including, but
     not limited to, all notice and consent requirements of Code Sections 417
     and 411(a)(11) and the Regulations thereunder.

               If the value of a Terminated Participant's Vested benefit derived
     from Employer and Employee contributions 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 Administrator shall direct the Trustee
     to cause the entire Vested benefit to be paid to such Participant in a
     single lump sum.

          (b)  The Vested portion of any Participant's Account shall be a
     percentage of the total amount credited to his Participant's Account
     determined on the basis of the Participant's number of Years of Service
     according to the following schedule:

                                   Vesting Schedule
                    Years of Service              Percentage

                           1                          20 %
                           2                          40 %
                           3                          60 %
                           4                          80 %
                           5                         100 %

          (c)  With regard to Participants who were participating in the
     Community Bank Plan prior to said plan's merger into this Plan (see
     recitals to this Plan) on January 1, 2000, in lieu of the foregoing vesting
     schedule, the following vesting schedule shall apply:

                                   Vesting Schedule
                    Years of Service              Percentage

                                 Page 35 of 64
<PAGE>

                           1                          25%
                           2                          50%
                           3                          75%
                           4                         100%

               Further, notwithstanding the vesting schedules above, the Vested
     percentage of a Participant's Account shall not be less than the Vested
     percentage attained as of the later of the effective date or adoption date
     of this amendment and restatement.

          (d)  Notwithstanding the vesting schedule above, upon the complete
     discontinuance of the Employer contributions to the Plan or upon any full
     or partial termination of the Plan, all amounts credited to the account of
     any affected Participant shall become 100% Vested and shall not thereafter
     be subject to Forfeiture.

          (e)  The computation of a Participant's nonforfeitable percentage of
     his interest in the Plan shall not be reduced as the result of any direct
     or indirect amendment to this Plan. For this purpose, the Plan shall be
     treated as having been amended if the Plan provides for an automatic change
     in vesting due to a change in top heavy status. In the event that the Plan
     is amended to change or modify any vesting schedule, a Participant with at
     least three (3) Years of Service as of the expiration date of the election
     period may elect to have his nonforfeitable percentage computed under the
     Plan without regard to such amendment. If a Participant fails to make such
     election, then such Participant shall be subject to the new vesting
     schedule. The Participant's election period shall commence on the adoption
     date of the amendment and shall end 60 days after the latest of:

               (1)  the adoption date of the amendment,

               (2)  the effective date of the amendment, or

               (3)  the date the Participant receives written notice of the
               amendment from the Employer or Administrator.

          (f)

               (1)  If any Former Participant shall be reemployed by the
               Employer before a 1-Year Break in Service occurs, he shall
               continue to participate in the Plan in the same manner as if such
               termination had not occurred.

               (2)  If any Former Participant shall be reemployed by the
               Employer before five (5) consecutive 1-Year Breaks in Service,
               and such Former Participant had received a distribution of his
               entire Vested interest prior to his reemployment, his forfeited
               account shall be reinstated only if he repays the full amount
               distributed to him before the earlier of five (5) years after the
               first date on which the Participant is subsequently reemployed by
               the Employer or the close of the first period of five (5)
               consecutive 1-Year Breaks in Service commencing after the
               distribution. In the event the Former Participant does repay the
               full amount distributed to him, the undistributed portion of the
               Participant's Account must be restored in full, unadjusted by any
               gains or losses occurring subsequent to the Valuation Date
               coinciding with or preceding his termination. The source for such
               reinstatement shall first be any Forfeitures occurring during the
               year. If such source is insufficient, then the Employer shall
               contribute an amount which is sufficient to restore any such
               forfeited Accounts provided, however, that if a discretionary
               contribution is made for such year pursuant to Section 4.1(d),
               such contribution shall first be applied to restore any such
               Accounts and the remainder shall be allocated in accordance with
               Section 4.4.

               (3)  If any Former Participant is reemployed after a 1-Year Break
               in Service has

                                 Page 36 of 64
<PAGE>

               occurred, Years of Service shall include Years of Service prior
               to his 1-Year Break in Service subject to the following rules:

                    (i)    If a Former Participant has a 1-Year Break in
                    Service, his pre-break and post-break service shall be used
                    for computing Years of Service for eligibility and for
                    vesting purposes only after he has been employed for one (1)
                    Year of Service following the date of his reemployment with
                    the Employer;

                    (ii)   Any Former Participant who under the Plan does not
                    have a nonforfeitable right to any interest in the Plan
                    resulting from Employer contributions shall lose credits
                    otherwise allowable under (i) above if his consecutive 1-
                    Year Breaks in Service equal or exceed the greater of (A)
                    five (5) or (B) the aggregate number of his pre-break Years
                    of Service;

                    (iii)  After five (5) consecutive 1-Year Breaks in Service,
                    a Former Participant's Vested Account balance attributable
                    to pre-break service shall not be increased as a result of
                    post-break service;

                    (iv)   If a Former Participant is reemployed by the
                    Employer, he shall participate in the Plan immediately on
                    his date of reemployment;

                    (v)    If a Former Participant (a 1-Year Break in Service
                    previously occurred, but employment had not terminated) is
                    credited with an Hour of Service after the first eligibility
                    computation period in which he incurs a 1-Year Break in
                    Service, he shall participate in the Plan immediately.

     6.5  DISTRIBUTION OF BENEFITS

          (a)(1) Participants other than GSB and FAB Plan Participants.  With
     respect to all Participants other than GSB Plan and FAB Plan Participants
     (see recitals of this Plan) and with respect to any Employee hired on or
     after January 1, 2000, the Administrator, pursuant to the election of such
     Participant, shall direct the Trustee to distribute to such Participant or
     Beneficiary any amount to which he is entitled under the Plan in one lump-
     sum payment in cash.

                 GSB Plan Participants. With respect to Participants who were
     Participants in the GSB Plan prior to January 1, 2000 (see recitals of this
     Plan)("GSB Participants"), unless otherwise elected as provided below, if
     such Participant is married on the Annuity Starting Date and does not die
     before the Annuity Starting Date, he shall receive the value of all of his
     benefits in the form of a joint and survivor annuity. The joint and
     survivor annuity is an annuity that commences immediately and shall be
     equal in value to a single life annuity. Such joint and survivor benefits
     following the GSB Participant's death shall continue to the spouse during
     the spouse's lifetime at a rate equal to 50% of the rate at which such
     benefits were payable to the GSB 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 this Plan.
     However, the GSB Participant may elect to receive a smaller annuity benefit
     with continuation of payments to the spouse at a rate of seventy-five
     percent (75%) of the rate payable to the GSB Participant during his
     lifetime, which alternative joint and survivor annuity shall be equal in
     value to the automatic joint and 50% survivor annuity. An unmarried GSB
     Participant shall receive the value of his benefit in the form of a life
     annuity. Such unmarried GSB Participant, however, may elect in writing to
     waive the life annuity. The election must comply with the provisions of
     this Section as if it were an election to waive the joint and survivor
     annuity by a married GSB Participant, but without the spousal consent
     requirement. The GSB Participant may elect to have any annuity provided for
     in this Section distributed upon the attainment of the "earliest retirement
     age" under the Plan. The "earliest retirement age" is the earliest date on
     which, under the Plan, the GSB Participant could elect to receive
     retirement benefits.

                 FAB Plan Participants. With respect to Participants who were
     Participants in the FAB

                                 Page 37 of 64
<PAGE>

     Plan prior to January 1, 2000 (see recitals of this Plan)("FAB
     Participants"), unless otherwise elected as provided below, if such FAB
     Participant is married on the Annuity Starting Date and does not die before
     the Annuity Starting Date, he shall receive the value of all of his
     benefits in the form of a joint and survivor annuity. The joint and
     survivor annuity is an annuity that commences immediately and shall be
     equal in value to a single life annuity. Such joint and survivor benefits
     following the FAB Participant's death shall continue to the spouse during
     the spouse's lifetime at a rate equal to 50% of the rate at which such
     benefits were payable to the FAB 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 this Plan.
     However, the FAB Participant may elect to receive a smaller annuity benefit
     with continuation of payments to the spouse at a rate of one-hundred
     percent (100%) of the rate payable to the FAB Participant during his
     lifetime, which alternative joint and survivor annuity shall be equal in
     value to the automatic joint and 50% survivor annuity. An unmarried FAB
     Participant shall receive the value of his benefit in the form of a life
     annuity. Such unmarried FAB Participant, however, may elect in writing to
     waive the life annuity. The election must comply with the provisions of
     this Section as if it were an election to waive the joint and survivor
     annuity by a married FAB Participant, but without the spousal consent
     requirement. The FAB Participant may elect to have any annuity provided for
     in this Section distributed upon the attainment of the "earliest retirement
     age" under the Plan. The "earliest retirement age" is the earliest date on
     which, under the Plan, the FAB Participant could elect to receive
     retirement benefits.

               (2)  Any election to waive the joint and survivor annuity must be
               made by the GSB/FAB Participant in writing during the election
               period and be consented to by the GSB/FAB Participant's spouse.
               If the spouse is legally incompetent to give consent, the
               spouse's legal guardian, even if such guardian is the GSB/FAB
               Participant, may give consent. Such election shall designate a
               Beneficiary (or 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 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 Regulations. The election made by the GSB/FAB
               Participant and consented to by his 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. A former spouse's waiver shall
               not be binding on a new spouse.

               (3)  The election period for GSB/FAB Participants to waive the
               joint and survivor annuity shall be the 90 day period ending on
               the Annuity Starting Date.

               (4)  With regard to the election, the Administrator shall provide
               to the GSB/FAB Participant no less than 30 days and no more than
               90 days before the Annuity Starting Date a written explanation
               of:

                    (i)    the terms and conditions of the joint and survivor
                    annuity,

                    (ii)   the GSB/FAB Participant's right to make, and the
                    effect of, an election to waive the joint and survivor
                    annuity,

                    (iii)  the right of the GSB/FAB Participant's spouse to
                    consent to any election to waive the joint and survivor
                    annuity, and

                    (iv)   the right of the GSB/FAB Participant to revoke such
                    election, and the effect of such revocation.

                                 Page 38 of 64
<PAGE>

               (5)  The Annuity Starting Date for a distribution in a form other
               than a qualified joint and survivor annuity may be less than 30
               days after receipt of the written explanation described above,
               provided that:

                    (i)    the Administrator clearly informs the GSB/FAB
                    Participant that the Participant has a right to a period of
                    30 days after receiving the notice to consider whether to
                    waive the joint and survivor annuity and elect (with spousal
                    consent) to a form of distribution other than a joint and
                    survivor annuity,

                    (ii)   the GSB/FAB Participant is permitted to revoke an
                    affirmative distribution election at least until the Annuity
                    Starting Date, or, if later, at any time prior to the
                    expiration of the 7-day period that begins the day after the
                    explanation of the joint and survivor annuity is provided to
                    the Participant, and

                    (iii)  the Annuity Starting Date is a date after the date
                    that the written explanation was provided to the GSB/FAB
                    Participant.

                    Notwithstanding the above, the Annuity Starting Date may be
                    a date prior to the date the written explanation is provided
                    to the GSB/FAB Participant if the distribution does not
                    commence until at least 30 days after such written
                    explanation is provided, subject to the waiver of the 30-day
                    period as provided for above.

          (b)  Optional Forms of Benefit for GSB Participants. In the event a
     married GSB Participant duly elects pursuant to paragraph (a)(2) above not
     to receive his benefit in the form of a joint and survivor annuity, or if
     such GSB Participant is not married, in the form of a life annuity, the
     Administrator, pursuant to the election of the GSB Participant, shall
     direct the Trustee to distribute to a Participant or his Beneficiary any
     amount to which he is entitled under the Plan in one of the following forms
     of distribution, as elected by the GSB Participant (or Beneficiary, if
     applicable):

                (i)  one lump-sum payment in cash;

               (ii)  payments over a period certain in monthly, quarterly,
               semiannual, or annual cash installments. In order to provide such
               installment payments, the Administrator may (A) segregate the
               aggregate amount thereof in a separate, federally insured savings
               account, certificate of deposit in a bank or savings and loan
               association, money market certificate or other liquid short-term
               security or (B) purchase a nontransferable annuity contract for a
               term certain (with no life contingencies).

               Optional Forms of Benefit for FAB Participants. In the event a
     married FAB Participant duly elects pursuant to paragraph (a)(2) above not
     to receive his benefit in the form of a joint and survivor annuity, or if
     such FAB Participant is not married, in the form of a life annuity, the
     Administrator, pursuant to the election of the FAB Participant, shall
     direct the Trustee to distribute to a Participant or his Beneficiary any
     amount to which he is entitled under the Plan in one of the following forms
     of distribution, as elected by the FAB Participant (or Beneficiary, if
     applicable):

                (i)  one lump-sum payment in cash;

               (ii)  payments over a period certain in monthly, quarterly,
               semiannual, or annual cash installments. In order to provide such
               installment payments, the Administrator may (A) segregate the
               aggregate amount thereof in a separate, federally insured savings
               account, certificate of deposit in a bank or savings and loan
               association, money market certificate or other liquid short-term
               security or (B) purchase a nontransferable annuity contract for a
               term certain (with no life contingencies).

                                 Page 39 of 64

<PAGE>

               (iii)  straight life annuity;

               (iv)   single life annuity with periods certain of five (5), ten
               (10) or fifteen (15) years;

               (v)    single life annuity with installment referral;

               (vi)   fixed period annuity for period of months less than sixty
               (60).

          (c)  The present value of a GSB/FAB Participant's joint and survivor
     annuity derived from Employer and Employee contributions may not be paid
     without his written consent 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. Further, the spouse of a GSB/FAB
     Participant must consent in writing to any immediate distribution. Any
     written consent required by this Section 6.5(c) must be obtained not more
     than 90 days before commencement of the distribution and shall be made in a
     manner consistent with Section 6.5(a)(2).

               If the value of the Participant's benefit derived from Employer
     and Employee contributions 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 Administrator may immediately distribute such benefit
     without such Participant's consent. With respect to GSB/FAB Participants,
     no distribution may be made under the preceding sentence after the Annuity
     Starting Date unless the Participant and his spouse consent in writing to
     such distribution.

          (d)  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 Normal Retirement Age or age 62. With regard to this
     required consent:

               (1)  With respect to GSB/FAB Participants, 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 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 (or distribution, as applicable) of any benefit. However,
               any election to defer the receipt of benefits shall not apply
               with respect to distributions which are required under Section
               6.5(e).

               (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 (or the date distribution commences, as
               applicable).

               Notwithstanding the above, the Annuity Starting Date may be a
               date prior to the date the explanation is provided to the GSB/FAB
               Participant if the distribution does not commence until at least
               30 days after such explanation is provided, subject to the waiver
               of the 30-day period as provided for in Section 6.5(a)(5).

               (4)  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 (or the
               date distribution commences, as applicable).

               (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.

          Any such distribution may commence less than 30 days, (with respect to
     GSB/FAB Participants,

                                 Page 40 of 64
<PAGE>

     subject to Section 6.5(a)(5)), after the notice required under Regulation
     1.411(a)-11(c) is given, provided that: (1) the Administrator clearly
     informs the Participant that the Participant has a right to a period of at
     least 30 days after receiving the notice to consider the decision of
     whether or not to elect a distribution (and, if applicable, a particular
     distribution option), and (2) the Participant, after receiving the notice,
     affirmatively elects a distribution.

          (e)  Notwithstanding any provision in the Plan to the contrary, for
     Plan Years beginning after December 31, 1996, the distribution of a
     Participant's benefits, whether under the Plan or through the purchase of
     an annuity contract, 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 or must begin
               to be distributed to him 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 Plan Year ending with or
               within the calendar year in which such owner attains age 70 1/2.
               Such distributions shall be equal to or greater than any required
               distribution.

               Alternatively, if the distribution is to be in the form of a
               joint and survivor annuity or single life annuity as provided in
               paragraph (a)(1) above, then distributions must begin no later
               than the applicable April 1st as determined under the preceding
               paragraph and must be made over the life of the Participant (or
               the lives of the Participant and the Participant's designated
               Beneficiary) in accordance with Regulations.

               (2)  Distributions to a Participant and his Beneficiaries shall
               only be made in accordance with the incidental death benefit
               requirements of Code Section 401(a)(9)(G) and the Regulations
               thereunder.

               (3)  With respect to Participants who were Participants in the
               FAB Plan prior to said plan's merger into this Plan (see recitals
               to this Plan) on January 1, 2000, such Participants shall be
               allowed choose to receive minimum distributions on the April 1 of
               the calendar year following the calendar year in which said
               Participant attained age 70 1/2. However, the foregoing election
               is only applicable to those Participants in the FAB Plan who were
               entitled to minimum distributions in the 1998 and 1999 Plan
               Years.

          (f)  For purposes of this Section, the life expectancy of a
     Participant and a Participant's spouse (other than in the case of a life
     annuity) may, at the election of the Participant or the Participant's
     spouse, be redetermined in accordance with Regulations. The election, once
     made, shall be irrevocable. If no election is made by the time
     distributions must commence, then the life expectancy of the Participant
     and the Participant's spouse shall not be subject to recalculation. 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.

          (g)  All annuity Contracts under this Plan shall be non-transferable
     when distributed. Furthermore, the terms of any annuity Contract purchased
     and distributed to a Participant or spouse shall comply with all of the
     requirements of the Plan.

          (h)  If a distribution is made at a time when a Participant is not
     fully Vested in his Participant's Account and the Participant may increase
     the Vested percentage in such account:

               (1)  a separate account shall be established for the
               Participant's interest in the Plan as of the time of the
               distribution; and

                                 Page 41 of 64
<PAGE>

               (2)  at any relevant time, the Participant's Vested portion of
               the separate account shall be equal to an amount ("X") determined
               by the formula:

               X equals P(AB plus R x D)) - R x D)

               For purposes of applying the formula: P is the Vested percentage
               at the relevant time, AB is the account balance at the relevant
               time, D is the amount of distribution, and R is the ratio of the
               account balance at the relevant time to the account balance after
               distribution.

     6.6  DISTRIBUTION OF BENEFITS UPON DEATH

          (a)  Participants other than GSB/FAB Participants. The death benefit
     payable pursuant to Section 6.2 shall be paid to the Participant's
     Beneficiary in one lump-sum payment in cash subject to the rules of Section
     6.5.

               GSB/FAB Participants.  Unless otherwise elected as provided
     below, a Vested GSB/FAB Participant (see Section 6.5) who dies before the
     Annuity Starting Date and who has a surviving spouse shall have the Pre-
     Retirement Survivor Annuity paid to his surviving spouse. The GSB/FAB
     Participant's spouse may direct that payment of the Pre-Retirement Survivor
     Annuity commence within a reasonable period after the Participant's death.
     If the spouse does not so direct, payment of such benefit will commence at
     the time the Participant would have attained the later of his Normal
     Retirement Age or age 62. However, the spouse may elect a later
     commencement date. Any distribution to the Participant's spouse shall be
     subject to the rules specified in Section 6.6(g).

          (b)  Any election by an GSB/FAB Participant 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
     6.5(a)(2). 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.

          (c)  The election period for a GSB/FAB Participant to waive the Pre-
     Retirement Survivor Annuity shall begin on the first day of the Plan Year
     in which the GSB/FAB Participant attains age 35 and end on the date of the
     Participant's death. An earlier waiver (with spousal consent) may be made
     provided a written explanation of the Pre-Retirement Survivor Annuity is
     given to the GSB/FAB Participant and such waiver becomes invalid at the
     beginning of the Plan Year in which the Participant turns age 35. In the
     event a Vested GSB/FAB 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.

          (d)  With regard to the election to waive the Pre-Retirement Survivor
     Annuity by GSB/FAB Participants, the 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 6.5(a)(4). For the purposes of this paragraph,
     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 GSB/FAB 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 GSB/FAB
               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 GSB/FAB Participant;

                                 Page 42 of 64
<PAGE>

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

               (5)  A reasonable period after separation from service in the
               case of a GSB/FAB Participant who separates before attaining age
               35. For this purpose, the 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 6.6(d), a reasonable period
     ending after the enumerated events described in 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.

          (e)  If the aggregate value of the Participant's account balance
     derived from Employer and Employee contributions 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 Administrator shall direct the
     immediate distribution of the present value of the Pre-Retirement Survivor
     Annuity 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 of
     the Pre-Retirement Survivor Annuity 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 6.5(a)(2).

          (f)

               (1)  Participants other than GSB/FAB Participants. With respect
               to Participants other than GSB/FAB Participants, the death
               benefit is to be paid to the Participant's Beneficiary in one
               lump sum payment in cash.

               GSB Participants.  To the extent the death benefit is not paid in
               the form of a Pre-Retirement Survivor Annuity, it shall be paid
               to the GSB Participant's Beneficiary by any of the following
               methods, as elected by the Participant (or if no election has
               been made prior to the Participant's death, by his Beneficiary),
               subject to the rules specified in Section  6.5:

                    (i)   One lump-sum payment in cash;

                    (ii)  Payment in monthly, quarterly, semi-annual, or annual
                    cash installments over a period to be determined by the GSB
                    Participant or his Beneficiary. After periodic installments
                    commence, the Beneficiary shall have the right to direct the
                    Trustee to reduce the period over which such periodic
                    installments shall be made, and the Trustee shall adjust the
                    cash amount of such periodic installments accordingly.

               FAB Participants.  To the extent the death benefit is not paid in
               the form of a Pre-Retirement Survivor Annuity, it shall be paid
               to the FAB Participant's Beneficiary by any of the following
               methods, as elected by the Participant (or if no election has
               been made prior to the Participant's death, by his Beneficiary),
               subject to the rules specified in Section 6.5:

                    (i)   One lump-sum payment in cash;

                                 Page 43 of 64
<PAGE>

                    (ii)   Payment in monthly, quarterly, semi-annual, or annual
                    cash installments over a period to be determined by the FAB
                    Participant or his Beneficiary. After periodic installments
                    commence, the Beneficiary shall have the right to direct the
                    Trustee to reduce the period over which such periodic
                    installments shall be made, and the Trustee shall adjust the
                    cash amount of such periodic installments accordingly.

                    (iii)  straight life annuity;

                    (iv)   single life annuity with periods certain of five (5),
                    ten (10) or fifteen (15) years;

                    (v)    single life annuity with installment referral;

                    (vi)   fixed period annuity for period of months less than
                    sixty (60).

               (2)  In the event the death benefit payable pursuant to Section
               6.2 is payable in installments, then, upon the death of the
               Participant, the Administrator may direct the Trustee to
               segregate the death benefit into a  separate account, and the
               Trustee shall invest such segregated account separately, and the
               funds accumulated in such account shall be used for the payment
               of the installments.

          (g)  Notwithstanding any provision in the Plan to the contrary,
     distributions upon the death of a Participant shall be made in accordance
     with the following requirements and shall otherwise comply with Code
     Section 401(a)(9) and the Regulations thereunder. If it is determined
     pursuant to Regulations that the distribution of a Participant's interest
     has begun and the Participant dies before his entire interest has been
     distributed to him, the remaining portion of such interest shall be
     distributed at least as rapidly as under the method of distribution
     selected pursuant to Section 6.5 as of his date of death. If a Participant
     dies before he has begun to receive any distributions of his interest under
     the Plan or before distributions are deemed to have begun pursuant to
     Regulations, then his death benefit shall be distributed to his
     Beneficiaries by December 31st of the calendar year in which the fifth
     anniversary of his date of death occurs.

               However, in the event that the Participant's spouse (determined
     as of the date of the Participant's death) is his Beneficiary, then in lieu
     of the preceding rules, distributions must be made over the life of the
     spouse (or over a period not extending beyond the life expectancy of the
     spouse) and 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.

     6.7  TIME OF SEGREGATION OR DISTRIBUTION

          Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to
make a distribution or to commence a series of payments the distribution may be
made or begun as soon as is practicable. However, unless a Former Participant
elects in writing to defer the receipt of benefits (such election may not result
in a death benefit that is more than incidental), the payment of benefits shall
begin not later than the 60th day after the close of the Plan Year in which the
latest of the following events occurs: (a) the date on which the Participant
attains the earlier of age 65 or the Normal Retirement Age specified herein; (b)
the 10th anniversary of the year in which the Participant commenced
participation in the Plan; or (c) the date the Participant terminates his
service with the Employer.

     6.8  DISTRIBUTION FOR MINOR BENEFICIARY

          In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Gift to Minors

                                 Page 44 of 64
<PAGE>

Act or Gift to Minors Act, if such is permitted by the laws of the state in
which said Beneficiary resides. Such a payment to the legal guardian, custodian
or parent of a minor Beneficiary shall fully discharge the Trustee, Employer,
and Plan from further liability on account thereof.

     6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

          In the event that all, or any portion, of the distribution payable to
a Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. In the event a Participant or Beneficiary is located
subsequent to his benefit being reallocated, such benefit shall be restored
unadjusted for earnings or losses.

     6.10 PRE-RETIREMENT DISTRIBUTION

          At such time as a Participant shall have attained the age of 59 1/2
years, the Administrator, at the election of the Participant, shall direct the
Trustee to distribute all or a portion of the Vested amount then credited to the
accounts maintained on behalf of the Participant.

          Notwithstanding the above, Participants who were Participants in the
GSB Plan (see recitals to this Plan) prior to said plans's merger into this Plan
on January 1, 2000, shall have the right to withdraw all or a portion of the
Vested amount then credited to the accounts maintained on behalf of said
Participants which are attributable to Employer Non-Elective Contributions
(including earnings thereon) regardless of the age of the Participant so long as
the Participant is one-hundred percent (100%) Vested and such contributions have
been in the Participant's account for at least two (2) years.

          In the event that the Administrator makes a distribution pursuant to
this Section 6.10, the Participant shall continue to be eligible to participate
in the Plan on the same basis as any other Employee. Any distribution made
pursuant to this Section shall be made in a manner consistent with Section 6.5,
including, but not limited to, all notice and consent requirements of Code
Sections 417 and 411(a)(11) and the Regulations thereunder.

     6.11 ADVANCE DISTRIBUTION FOR HARDSHIP

          (a)  The Administrator, at the election of the Participant, shall
     direct the Trustee to distribute to any Participant in any one Plan Year up
     to the lesser of 100% of his Participant's Elective Account  valued as of
     the last Valuation Date or the amount necessary to satisfy the immediate
     and heavy financial need of the Participant. Any distribution made pursuant
     to this Section shall be deemed to be made as of the first day of the Plan
     Year or, if later, the Valuation Date immediately preceding the date of
     distribution, and the Participant's Elective Account shall be reduced
     accordingly. Withdrawal under this Section is deemed to be on account of an
     immediate and heavy financial need of the Participant if the withdrawal is
     for:

               (1)  Expenses for medical care described in Code Section 213(d)
               previously incurred by the Participant, his spouse, or any of his
               dependents (as defined in Code Section 152) or necessary for
               these persons to obtain medical care;

               (2)  The costs directly related to the purchase of a principal
               residence for the Participant (excluding mortgage payments);

               (3)  Payment of tuition, related educational fees, and room and
               board expenses for the next twelve (12) months of post-secondary
               education for the Participant, his spouse, children, or
               dependents; or

               (4)  Payments necessary to prevent the eviction of the
               Participant from his principal residence or foreclosure on the
               mortgage of the Participant's principal residence.

                                 Page 45 of 64
<PAGE>

          (b)  No distribution shall be made pursuant to this Section unless the
     Administrator, based upon the Participant's representation and such other
     facts as are known to the Administrator, determines that all of the
     following conditions are satisfied:

               (1)  The distribution is not in excess of the amount of the
               immediate and heavy financial need of the Participant. The amount
               of the immediate and heavy financial need may include any amounts
               necessary to pay any federal, state, or local income taxes or
               penalties reasonably anticipated to result from the distribution;

               (2)  The Participant has obtained all distributions, other than
               hardship distributions, and all nontaxable (at the time of the
               loan) loans currently available under all plans maintained by the
               Employer;

               (3)  The Plan, and all other plans maintained by the Employer,
               provide that the Participant's elective deferrals and voluntary
               Employee contributions will be suspended for at least twelve (12)
               months after receipt of the hardship distribution or, the
               Participant, pursuant to a legally enforceable agreement, will
               suspend his elective deferrals to the Plan and all other plans
               maintained by the Employer for at least twelve (12) months after
               receipt of the hardship distribution; and

               (4)  The Plan, and all other plans maintained by the Employer,
               provide that the Participant may not make elective deferrals for
               the Participant's taxable year immediately following the taxable
               year of the hardship distribution in excess of the applicable
               limit under Code Section 402(g) for such next taxable year less
               the amount of such Participant's elective deferrals for the
               taxable year of the hardship distribution.

          (c)  Notwithstanding the above, distributions from the Participant's
     Elective Account pursuant to this Section shall be limited, as of the date
     of distribution, to the Participant's Elective Account as of the end of the
     last Plan Year ending before July 1, 1989, plus the total Participant's
     Deferred Compensation after such date, reduced by the amount of any
     previous distributions pursuant to this Section and Section 6.10.

          (d)  Any distribution made pursuant to this Section shall be made in a
     manner which is consistent with and satisfies the provisions of Section
     6.5, including, but not limited to, all notice and consent requirements of
     Code Sections 417 and 411(a)(11) and the Regulations thereunder.

     6.12 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

          All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the affected
Participant has not separated from service and has not reached the "earliest
retirement age" under the Plan. For the purposes of this Section, "alternate
payee," "qualified domestic relations order" and "earliest retirement age" shall
have the meaning set forth under Code Section 414(p).


                                  ARTICLE VII
                                    TRUSTEE

     7.1  BASIC RESPONSIBILITIES OF THE TRUSTEE

          (a)  The Trustee shall have the following categories of
     responsibilities:

               (1)  Consistent with the "funding policy and method" determined
               by the Employer, to invest, manage, and control the Plan assets
               subject, however, to the direction of a Participant with respect
               to his Participant Directed Accounts, the Employer or an
               Investment Manager appointed by the Employer or any agent of the
               Employer;

                                 Page 46 of 64
<PAGE>

               (2)  At the direction of the Administrator, to pay benefits
               required under the Plan to be paid to Participants, or, in the
               event of their death, to their Beneficiaries; and

               (3)  To maintain records of receipts and disbursements and
               furnish to the Employer and/or Administrator for each Plan Year a
               written annual report per Section 7.7.

          (b)  In the event that the Trustee shall be directed by a Participant
     (pursuant to the Participant Direction Procedures), or the Employer, or an
     Investment Manager or other agent appointed by the Employer with respect to
     the investment of any or all Plan assets, the Trustee shall have no
     liability with respect to the investment of such assets, but shall be
     responsible only to execute such investment instructions as so directed.

               (1)  The Trustee shall be entitled to rely fully on the written
               instructions of a Participant (pursuant to the Participant
               Direction Procedures), or the Employer, or any Fiduciary or
               nonfiduciary agent of the Employer, in the discharge of such
               duties, and shall not be liable for any loss or other liability,
               resulting from such direction (or lack of direction) of the
               investment of any part of the Plan assets.

               (2)  The Trustee may delegate the duty to execute such
               instructions to any nonfiduciary agent, which may be an affiliate
               of the Trustee or any Plan representative.

               (3)  The Trustee may refuse to comply with any direction from the
               Participant in the event the Trustee, in its sole and absolute
               discretion, deems such directions improper by virtue of
               applicable law. The Trustee shall not be responsible or liable
               for any loss or expense which may result from the Trustee's
               refusal or failure to comply with any directions from the
               Participant.

               (4)  Any costs and expenses related to compliance with the
               Participant's directions shall be borne by the Participant's
               Directed Account, unless paid by the Employer.

          (c)  If there shall be more than one Trustee, they shall act by a
     majority of their number, but may authorize one or more of them to sign
     papers on their behalf.

     7.2  INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

          (a)  The Trustee shall invest and reinvest the Trust Fund to keep the
     Trust Fund invested without distinction between principal and income and in
     such securities or property, real or personal, wherever situated, as the
     Trustee shall deem advisable, including, but not limited to, stocks, common
     or preferred, bonds and other evidences of indebtedness or ownership, and
     real estate or any interest therein. The Trustee shall at all times in
     making investments of the Trust Fund consider, among other factors, the
     short and long-term financial needs of the Plan on the basis of information
     furnished by the Employer. In making such investments, the Trustee shall
     not be restricted to securities or other property of the character
     expressly authorized by the applicable law for trust investments; however,
     the Trustee shall give due regard to any limitations imposed by the Code or
     the Act so that at all times the Plan may qualify as a qualified Profit
     Sharing Plan and Trust.

          (b)  The Trustee may employ a bank or trust company pursuant to the
     terms of its usual and customary bank agency agreement, under which the
     duties of such bank or trust company shall be of a custodial, clerical and
     record-keeping nature.

          (c)  The Trustee may from time to time transfer to a common,
     collective, pooled trust fund or money market fund maintained by any
     corporate Trustee or affiliate thereof hereunder, all or such part of the
     Trust Fund as the Trustee may deem advisable, and such part or all of the
     Trust Fund so transferred shall be subject to all the terms and provisions
     of the common, collective, pooled trust fund or money market fund which
     contemplate the commingling for investment purposes of such trust assets
     with trust assets of other trusts. The Trustee may transfer any part of the
     Trust Fund intended for temporary investment of cash

                                 Page 47 of 64
<PAGE>

     balances to a money market fund maintained by National Bank of Commerce of
     Birmingham or its affiliates. The Trustee may, from time to time, withdraw
     from such common, collective, pooled trust fund or money market fund all or
     such part of the Trust Fund as the Trustee may deem advisable.

     7.3  OTHER POWERS OF THE TRUSTEE

          The Trustee, in addition to all powers and authorities under common
law, statutory authority, including the Act, and other provisions of the Plan,
shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:

          (a)  To purchase, or subscribe for, any securities or other property
     and to retain the same. In conjunction with the purchase of securities,
     margin accounts may be opened and maintained;

          (b)  To sell, exchange, convey, transfer, grant options to purchase,
     or otherwise dispose of any securities or other property held by the
     Trustee, by private contract or at public auction. No person dealing with
     the Trustee shall be bound to see to the application of the purchase money
     or to inquire into the validity, expediency, or propriety of any such sale
     or other disposition, with or without advertisement;

          (c)  To vote upon any stocks, bonds, or other securities; to give
     general or special proxies or powers of attorney with or without power of
     substitution; to exercise any conversion privileges, subscription rights or
     other options, and to make any payments incidental thereto; to oppose, or
     to consent to, or otherwise participate in, corporate reorganizations or
     other changes affecting corporate securities, and to delegate discretionary
     powers, and to pay any assessments or charges in connection therewith; and
     generally to exercise any of the powers of an owner with respect to stocks,
     bonds, securities, or other property. However, the Trustee shall not vote
     proxies relating to securities for which it has not been assigned full
     investment management responsibilities. In those cases where another party
     has such investment authority or discretion, the Trustee will deliver all
     proxies to said party who will then have full responsibility for voting
     those proxies;

          (d)  To cause any securities or other property to be registered in the
     Trustee's own name or in the name of one or more of the Trustee's nominees,
     and to hold any investments in bearer form, but the books and records of
     the Trustee shall at all times show that all such investments are part of
     the Trust Fund;

          (e)  To borrow or raise money for the purposes of the Plan in such
     amount, and upon such terms and conditions, as the Trustee shall deem
     advisable; and for any sum so borrowed, to issue a promissory note as
     Trustee, and to secure the repayment thereof by pledging all, or any part,
     of the Trust Fund; and no person lending money to the Trustee shall be
     bound to see to the application of the money lent or to inquire into the
     validity, expediency, or propriety of any borrowing;

          (f)  To keep such portion of the Trust Fund in cash or cash balances
     as the Trustee may, from time to time, deem to be in the best interests of
     the Plan, without liability for interest thereon;

          (g)  To accept and retain for such time as the Trustee may deem
     advisable any securities or other property received or acquired as Trustee
     hereunder, whether or not such securities or other property would normally
     be purchased as investments hereunder;

          (h)  To make, execute, acknowledge, and deliver any and all documents
     of transfer and conveyance and any and all other instruments that may be
     necessary or appropriate to carry out the powers herein granted;

          (i)  To settle, compromise, or submit to arbitration any claims,
     debts, or damages due or owing to or from the Plan, to commence or defend
     suits or legal or administrative proceedings, and to represent the Plan in
     all suits and legal and administrative proceedings;

          (j)  To employ suitable agents and counsel and to pay their reasonable
     expenses and

                                 Page 48 of 64
<PAGE>

     compensation, and such agent or counsel may or may not be agent or counsel
     for the Employer;

          (k)  To apply for and procure from responsible insurance companies, to
     be selected by the Administrator, as an investment of the Trust Fund such
     annuity, or other Contracts (on the life of any Participant) as the
     Administrator shall deem proper; to exercise, at any time or from time to
     time, whatever rights and privileges may be granted under such annuity, or
     other Contracts; to collect, receive, and settle for the proceeds of all
     such annuity or other Contracts as and when entitled to do so under the
     provisions thereof;

          (l)  To invest funds of the Trust in time deposits or savings accounts
     bearing a reasonable rate of interest in the Trustee's bank;

          (m)  To invest in Treasury Bills and other forms of United States
     government obligations;

          (n)  To invest in shares of investment companies registered under the
     Investment Company Act of 1940, including any money market fund advised by
     or offered through National Bank of Commerce of Birmingham;

          (o)  To sell, purchase and acquire put or call options if the options
     are traded on and purchased through a national securities exchange
     registered under the Securities Exchange Act of 1934, as amended, or, if
     the options are not traded on a national securities exchange, are
     guaranteed by a member firm of the New York Stock Exchange;

          (p)  To deposit monies in federally insured savings accounts or
     certificates of deposit in banks or savings and loan associations;

          (q)  To pool all or any of the Trust Fund, from time to time, with
     assets belonging to any other qualified employee pension benefit trust
     created by the Employer or an affiliated company of the Employer, and to
     commingle such assets and make joint or common investments and carry joint
     accounts on behalf of this Plan and such other trust or trusts, allocating
     undivided shares or interests in such investments or accounts or any pooled
     assets of the two or more trusts in accordance with their respective
     interests;

          (r)  To appoint a nonfiduciary agent or agents to assist the Trustee
     in carrying out any investment instructions of Participants and of any
     Investment Manager or Fiduciary, and to compensate such agent(s) from the
     assets of the Plan, to the extent not paid by the Employer;

          (s)  To do all such acts and exercise all such rights and privileges,
     although not specifically mentioned herein, as the Trustee may deem
     necessary to carry out the purposes of the Plan.

     7.4  LOANS TO PARTICIPANTS (PRIOR TO JANUARY 1, 2000)

          (a)  Prior to January 1, 2000, loans were allowed to be made to
     Participants in the FAB Plan (see recitals of this Plan).  However, on and
     after January 1, 2000, no further loans will be allowed to any Participant.
     The following provisions apply to the loans made prior to January 1, 2000.

               The Trustee may, in the Trustee's discretion, make loans to
     Participants and Beneficiaries under the following circumstances: (1) loans
     shall be made available to all Participants and Beneficiaries on a
     reasonably equivalent basis; (2) loans shall not be made available to
     Highly Compensated Employees in an amount greater than the amount made
     available to other Participants and Beneficiaries; (3) loans shall bear a
     reasonable rate of interest; (4) loans shall be adequately secured; and (5)
     shall provide for repayment over a reasonable period of time.

          (b)  Loans made pursuant to this Section (when added to the
     outstanding balance of all other loans made by the Plan to the Participant)
     shall be limited to the lesser of:

                                 Page 49 of 64
<PAGE>

               (1)  $50,000 reduced by the excess (if any) of the highest
               outstanding balance of loans from the Plan to the Participant
               during the one year period ending on the day before the date on
               which such loan is made, over the outstanding balance of loans
               from the Plan to the Participant on the date on which such loan
               was made, or

               (2)  one-half (1/2) of the present value of the non-forfeitable
               accrued benefit of the Participant under the Plan.

               For purposes of this limit, all plans of the Employer shall be
     considered one plan.

          (c)  Loans shall provide for level amortization with payments to be
     made not less frequently than quarterly over a period not to exceed five
     (5) years. However, loans used to acquire any dwelling unit which, within a
     reasonable time, is to be used (determined at the time the loan is made) as
     a principal residence of the Participant shall provide for periodic
     repayment over a reasonable period of time that may exceed five (5) years.
     For this purpose, a principal residence has the same meaning as a principal
     residence under Code Section 1034. Loan repayments will be suspended under
     this Plan as permitted under Code Section 414(u)(4).

          (d)  Any loan made pursuant to this Section where the Vested interest
     of the Participant is used to secure such loan shall require the written
     consent of the Participant's spouse in a manner consistent with Section
     6.5(a)(1). Such written consent must be obtained within the 90-day period
     prior to the date the loan is made. However, no spousal consent shall be
     required under this paragraph if the total accrued benefit subject to the
     security is not in excess of $5,000 ($3,500 for Plan Years beginning prior
     to January 1, 2000).

          (e)  Any loans granted or renewed shall be made pursuant to a
     Participant loan program. Such loan program shall be established in writing
     and must include, but need not be limited to, the following:

               (1)  the identity of the person or positions authorized to
               administer the Participant loan program;

               (2)  a procedure for applying for loans;

               (3)  the basis on which loans will be approved or denied;

               (4)  limitations, if any, on the types and amounts of loans
               offered;

               (5)  the procedure under the program for determining a reasonable
               rate of interest;

               (6)  the types of collateral which may secure a Participant loan;
               and

               (7)  the events constituting default and the steps that will be
               taken to preserve Plan assets.

                    Such Participant loan program shall be contained in a
          separate written document which, when properly executed, is hereby
          incorporated by reference and made a part of the Plan. Furthermore,
          such Participant loan program may be modified or amended in writing
          from time to time without the necessity of amending this Section.

     7.5  DUTIES OF THE TRUSTEE REGARDING PAYMENTS

          At the direction of the Administrator, the Trustee shall, from time to
time, in accordance with the terms of the Plan, make payments out of the Trust
Fund. The Trustee shall not be responsible in any way for the application of
such payments.

     7.6  TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

                                 Page 50 of 64
<PAGE>

          The Trustee shall be paid such reasonable compensation as shall from
time to time be agreed upon in writing by the Employer and the Trustee. An
individual serving as Trustee who already receives full-time pay from the
Employer shall not receive compensation from the Plan. In addition, the Trustee
shall be reimbursed for any reasonable expenses, including reasonable counsel
fees incurred by it as Trustee. Such compensation and expenses shall be paid
from the Trust Fund unless paid or advanced by the Employer. All taxes of any
kind and all kinds whatsoever that may be levied or assessed under existing or
future laws upon, or in respect of, the Trust Fund or the income thereof, shall
be paid from the Trust Fund.

     7.7  ANNUAL REPORT OF THE TRUSTEE

          Within a reasonable period of time after the later of the Anniversary
Date or receipt of the Employer contribution for each Plan Year, the Trustee
shall furnish to the Employer and Administrator a written statement of account
with respect to the Plan Year for which such contribution was made setting
forth:

          (a)  the net income, or loss, of the Trust Fund;

          (b)  the gains, or losses, realized by the Trust Fund upon sales or
     other disposition of the assets;

          (c)  the increase, or decrease, in the value of the Trust Fund;

          (d)  all payments and distributions made from the Trust Fund; and

          (e)  such further information as the Trustee and/or Administrator
     deems appropriate. The Employer, forthwith upon its receipt of each such
     statement of account, shall acknowledge receipt thereof in writing and
     advise the Trustee and/or Administrator of its approval or disapproval
     thereof. Failure by the Employer to disapprove any such statement of
     account within thirty (30) days after its receipt thereof shall be deemed
     an approval thereof. The approval by the Employer of any statement of
     account shall be binding as to all matters embraced therein as between the
     Employer and the Trustee to the same extent as if the account of the
     Trustee had been settled by judgment or decree in an action for a judicial
     settlement of its account in a court of competent jurisdiction in which the
     Trustee, the Employer and all persons having or claiming an interest in the
     Plan were parties; provided, however, that nothing herein contained shall
     deprive the Trustee of its right to have its accounts judicially settled if
     the Trustee so desires.

     7.8  AUDIT

          (a)  If an audit of the Plan's records shall be required by the Act
     and the regulations thereunder for any Plan Year, the Administrator shall
     direct the Trustee to engage on behalf of all Participants an independent
     qualified public accountant for that purpose. Such accountant shall, after
     an audit of the books and records of the Plan in accordance with generally
     accepted auditing standards, within a reasonable period after the close of
     the Plan Year, furnish to the Administrator and the Trustee a report of his
     audit setting forth his opinion as to whether any statements, schedules or
     lists that are required by Act Section 103 or the Secretary of Labor to be
     filed with the Plan's annual report, are presented fairly in conformity
     with generally accepted accounting principles applied consistently. All
     auditing and accounting fees shall be an expense of and may, at the
     election of the Administrator, be paid from the Trust Fund.

          (b)  If some or all of the information necessary to enable the
     Administrator to comply with Act Section 103 is maintained by a bank,
     insurance company, or similar institution, regulated and supervised and
     subject to periodic examination by a state or federal agency, it shall
     transmit and certify the accuracy of that information to the Administrator
     as provided in Act Section 103(b) within one hundred twenty (120) days
     after the end of the Plan Year or by such other date as may be prescribed
     under regulations of the Secretary of Labor.

     7.9  RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

          (a)  The Trustee may resign at any time by delivering to the Employer,
     at least thirty (30) days

                                 Page 51 of 64
<PAGE>

     before its effective date, a written notice of his resignation.

          (b)  The Employer may remove the Trustee by mailing by registered or
     certified mail, addressed to such Trustee at his last known address, at
     least thirty (30) days before its effective date, a written notice of his
     removal.

          (c)  Upon the death, resignation, incapacity, or removal of any
     Trustee, a successor may be appointed by the Employer; and such successor,
     upon accepting such appointment in writing and delivering same to the
     Employer, shall, without further act, become vested with all the estate,
     rights, powers, discretions, and duties of his predecessor with like
     respect as if he were originally named as a Trustee herein. Until such a
     successor is appointed, the remaining Trustee or Trustees shall have full
     authority to act under the terms of the Plan.

          (d)  The Employer may designate one or more successors prior to the
     death, resignation, incapacity, or removal of a Trustee. In the event a
     successor is so designated by the Employer and accepts such designation,
     the successor shall, without further act, become vested with all the
     estate, rights, powers, discretions, and duties of his predecessor with the
     like effect as if he were originally named as Trustee herein immediately
     upon the death, resignation, incapacity, or removal of his predecessor.

          (e)  Whenever any Trustee hereunder ceases to serve as such, he shall
     furnish to the Employer and Administrator a written statement of account
     with respect to the portion of the Plan Year during which he served as
     Trustee. This statement shall be either (i) included as part of the annual
     statement of account for the Plan Year required under Section 7.7 or (ii)
     set forth in a special statement. Any such special statement of account
     should be rendered to the Employer no later than the due date of the annual
     statement of account for the Plan Year. The procedures set forth in Section
     7.7 for the approval by the Employer of annual statements of account shall
     apply to any special statement of account rendered hereunder and approval
     by the Employer of any such special statement in the manner provided in
     Section 7.7 shall have the same effect upon the statement as the Employer's
     approval of an annual statement of account. No successor to the Trustee
     shall have any duty or responsibility to investigate the acts or
     transactions of any predecessor who has rendered all statements of account
     required by Section 7.7 and this subparagraph.

     7.10 TRANSFER OF INTEREST

          Notwithstanding any other provision contained in this Plan, the
Trustee at the direction of the Administrator shall transfer the Vested
interest, if any, of such Participant in his account to another trust forming
part of a pension, profit sharing or stock bonus plan maintained by such
Participant's new employer and represented by said employer in writing as
meeting the requirements of Code Section 401(a), provided that the trust to
which such transfers are made permits the transfer to be made.

     7.11 DIRECT ROLLOVER

          (a)  Notwithstanding any provision of the Plan to the contrary that
     would otherwise limit a distributee's election under this Section, a
     distributee may elect, at the time and in the manner prescribed by the
     Administrator, to have any portion of an eligible rollover distribution
     that is equal to at least $500 paid directly to an eligible retirement plan
     specified by the distributee in a direct rollover.

          (b)  For purposes of this Section 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:
               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; any distribution to

                                 Page 52 of 64
<PAGE>

               the extent such distribution is required under Code Section
               401(a)(9); the portion of any other distribution that is not
               includible in gross income (determined without regard to the
               exclusion for net unrealized appreciation with respect to
               employer securities); any hardship distribution described in Code
               Section 401(k)(2)(B)(i)(IV); and any other distribution that is
               reasonably expected to total less than $200 during a year.

               (2)  An eligible retirement plan is an individual retirement
               account described in Code Section 408(a), an individual
               retirement annuity described in Code Section 408(b), an annuity
               plan described in Code Section 403(a), or a qualified trust
               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.

     7.12 EMPLOYER SECURITIES AND REAL PROPERTY

          The Trustee shall be empowered to acquire and hold "qualifying
Employer securities" and "qualifying Employer real property," as those terms are
defined in the Act, provided, however, that the Trustee shall not be permitted
to acquire any qualifying Employer securities or qualifying Employer real
property if, immediately after the acquisition of such securities or property,
the fair market value of all qualifying Employer securities and qualifying
Employer real property held by the Trustee hereunder should amount to more than
100% of the fair market value of all the assets in the Trust Fund.


                                 ARTICLE VIII
                      AMENDMENT, TERMINATION AND MERGERS

     8.1  AMENDMENT

          (a)  The Employer shall have the right at any time to amend the Plan,
     subject to the limitations of this Section. However, any amendment which
     affects the rights, duties or responsibilities of the Trustee and
     Administrator, other than an amendment to remove the Trustee or
     Administrator, may only be made with the Trustee's and Administrator's
     written consent. Any such amendment shall become effective as provided
     therein upon its execution. The Trustee shall not be required to execute
     any such amendment unless the Trust provisions contained herein are a part
     of the Plan and the amendment affects the duties of the Trustee hereunder.

          (b)  No amendment to the Plan shall be effective if it authorizes or
     permits any part of the Trust Fund (other than such part as is required to
     pay taxes and administration expenses) to be used for or diverted to any
     purpose other than for the exclusive benefit of the Participants or their
     Beneficiaries or estates; or causes any reduction in the amount credited to
     the account of any Participant; or causes or permits any portion of the
     Trust Fund to revert to or become property of the Employer.

          (c)  Except as permitted by Regulations, no Plan amendment or
     transaction having the effect of a Plan amendment (such as a merger, plan
     transfer or similar transaction) shall be effective to the extent it
     eliminates or reduces any "Section 411(d)(6) protected benefit" or adds or
     modifies conditions relating to "Section 411(d)(6) protected benefits" the
     result of which is a further restriction on such benefit unless such

                                 Page 53 of 64
<PAGE>

     protected benefits are preserved with respect to benefits accrued as of the
     later of the adoption date or effective date of the amendment. "Section
     411(d)(6) protected benefits" are benefits described in Code Section
     411(d)(6)(A), early retirement benefits and retirement-type subsidies, and
     optional forms of benefit.

     8.2  TERMINATION

          (a)  The Employer shall have the right at any time to terminate the
     Plan by delivering to the Trustee and Administrator written notice of such
     termination. Upon any full or partial termination, all amounts credited to
     the affected Participants' Combined Accounts shall become 100% Vested as
     provided in Section 6.4 and shall not thereafter be subject to forfeiture,
     and all unallocated amounts shall be allocated to the accounts of all
     Participants in accordance with the provisions hereof.

          (b)  Upon the full termination of the Plan, the Employer shall direct
     the distribution of the assets of the Trust Fund to Participants in a
     manner which is consistent with and satisfies the provisions of Section
     6.5. Distributions to a Participant shall be made in cash or through the
     purchase of irrevocable nontransferable deferred commitments from an
     insurer. Except as permitted by Regulations, the termination of the Plan
     shall not result in the reduction of "Section 411(d)(6) protected benefits"
     in accordance with Section 8.1(c).

     8.3  MERGER OR CONSOLIDATION

          This Plan and Trust may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a Participant of this 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 "Section 411(d)(6) protected
benefits" in accordance with Section 8.1(c).


                                  ARTICLE IX
                                   TOP HEAVY

     9.1  TOP HEAVY PLAN REQUIREMENTS

          For any Top Heavy Plan Year, the Plan shall provide the special
vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan
and the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4.4 of the Plan.

     9.2  DETERMINATION OF TOP HEAVY STATUS

          (a)  This Plan shall be a Top Heavy Plan for any Plan Year in which,
     as of the Determination Date, (1) the Present Value of Accrued Benefits of
     Key Employees and (2) the sum of the Aggregate Accounts of Key Employees
     under this Plan and all plans of an Aggregation Group, exceeds sixty
     percent (60%) of the Present Value of Accrued Benefits and the Aggregate
     Accounts of all Key and Non-Key Employees under this Plan and all plans of
     an Aggregation Group.

               If any Participant is a Non-Key Employee for any Plan Year, but
     such Participant was a Key Employee for any prior Plan Year, such
     Participant's Present Value of Accrued Benefit and/or Aggregate Account
     balance shall not be taken into account for purposes of determining whether
     this Plan is a Top Heavy or Super Top Heavy Plan (or whether any
     Aggregation Group which includes this Plan is a Top Heavy Group). In
     addition, if a Participant or Former Participant has not performed any
     services for any Employer maintaining the Plan at any time during the five
     year period ending on the Determination Date, any accrued benefit for such
     Participant or Former Participant shall not be taken into account for the
     purposes of determining whether this Plan is a Top Heavy or Super Top Heavy
     Plan.

          (b)  This Plan shall be a Super Top Heavy Plan for any Plan Year in
     which, as of the

                                 Page 54 of 64
<PAGE>

     Determination Date, (1) the Present Value of Accrued Benefits of Key
     Employees and (2) the sum of the Aggregate Accounts of Key Employees under
     this Plan and all plans of an Aggregation Group, exceeds ninety percent
     (90%) of the Present Value of Accrued Benefits and the Aggregate Accounts
     of all Key and Non-Key Employees under this Plan and all plans of an
     Aggregation Group.

          (c)  Aggregate Account: A Participant's Aggregate Account as of the
     Determination Date is the sum of:

               (1)  his Participant's Combined Account balance as of the most
               recent valuation occurring within a twelve (12) month period
               ending on the Determination Date;

               (2)  an adjustment for any contributions due as of the
               Determination Date. Such adjustment shall be the amount of any
               contributions actually made after the Valuation Date but due on
               or before the Determination Date, except for the first Plan Year
               when such adjustment shall also reflect the amount of any
               contributions made after the Determination Date that are
               allocated as of a date in that first Plan Year.

               (3)  any Plan distributions made within the Plan Year that
               includes the Determination Date or within the four (4) preceding
               Plan Years. However, in the case of distributions made after the
               Valuation Date and prior to the Determination Date, such
               distributions are not included as distributions for top heavy
               purposes to the extent that such distributions are already
               included in the Participant's Aggregate Account balance as of the
               Valuation Date. Notwithstanding anything herein to the contrary,
               all distributions, including distributions under a terminated
               plan which if it had not been terminated would have been required
               to be included in an Aggregation Group, will be counted. Further,
               distributions from the Plan (including the cash value of life
               insurance policies) of a Participant's account balance because of
               death shall be treated as a distribution for the purposes of this
               paragraph.

               (4)  any Employee contributions, whether voluntary or mandatory.
               However, amounts attributable to tax deductible qualified
               voluntary employee contributions shall not be considered to be a
               part of the Participant's Aggregate Account balance.

               (5)  with respect to unrelated rollovers and plan-to-plan
               transfers (ones which are both initiated by the Employee and made
               from a plan maintained by one employer to a plan maintained by
               another employer), if this Plan provides the rollovers or plan-
               to-plan transfers, it shall always consider such rollovers or
               plan-to-plan transfers as a distribution for the purposes of this
               Section. If this Plan is the plan accepting such rollovers or
               plan-to-plan transfers, it shall not consider such rollovers or
               plan-to-plan transfers as part of the Participant's Aggregate
               Account balance.

               (6)  with respect to related rollovers and plan-to-plan transfers
               (ones either not initiated by the Employee or made to a plan
               maintained by the same employer), if this Plan provides the
               rollover or plan-to-plan transfer, it shall not be counted as a
               distribution for purposes of this Section. If this Plan is the
               plan accepting such rollover or plan-to-plan transfer, it shall
               consider such rollover or plan-to-plan transfer as part of the
               Participant's Aggregate Account balance, irrespective of the date
               on which such rollover or plan-to-plan transfer is accepted.

               (7)  For the purposes of determining whether two employers are to
               be treated as the same employer in (5) and (6) above, all
               employers aggregated under Code Section 414(b), (c), (m) and (o)
               are treated as the same employer.

          (d)  "Aggregation Group" means either a Required Aggregation Group or
     a Permissive

                                 Page 55 of 64
<PAGE>

     Aggregation Group as hereinafter determined.

               (1)  Required Aggregation Group: In determining a Required
               Aggregation Group hereunder, each plan of the Employer in which a
               Key Employee is a participant in the Plan Year containing the
               Determination Date or any of the four preceding Plan Years, and
               each other plan of the Employer which enables any plan in which a
               Key Employee participates to meet the requirements of Code
               Sections 401(a)(4) or 410, will be required to be aggregated.
               Such group shall be known as a Required Aggregation Group.

               In the case of a Required Aggregation Group, each plan in the
               group will be considered a Top Heavy Plan if the Required
               Aggregation Group is a Top Heavy Group. No plan in the Required
               Aggregation Group will be considered a Top Heavy Plan if the
               Required Aggregation Group is not a Top Heavy Group.

               (2)  Permissive Aggregation Group: The Employer may also include
               any other plan not required to be included in the Required
               Aggregation Group, provided the resulting group, taken as a
               whole, would continue to satisfy the provisions of Code Sections
               401(a)(4) and 410. Such group shall be known as a Permissive
               Aggregation Group.

               In the case of a Permissive Aggregation Group, only a plan that
               is part of the Required Aggregation Group will be considered a
               Top Heavy Plan if the Permissive Aggregation Group is a Top Heavy
               Group. No plan in the Permissive Aggregation Group will be
               considered a Top Heavy Plan if the Permissive Aggregation Group
               is not a Top Heavy Group.

               (3)  Only those plans of the Employer in which the Determination
               Dates fall within the same calendar year shall be aggregated in
               order to determine whether such plans are Top Heavy Plans.

               (4)  An Aggregation Group shall include any terminated plan of
               the Employer if it was maintained within the last five (5) years
               ending on the Determination Date.

          (e)  "Determination Date" means (a) the last day of the preceding Plan
     Year, or (b) in the case of the first Plan Year, the last day of such Plan
     Year.

          (f)  Present Value of Accrued Benefit: In the case of a defined
     benefit plan, the Present Value of Accrued Benefit for a Participant other
     than a Key Employee, shall be as determined using the single accrual method
     used for all plans of the Employer and Affiliated Employers, or if no such
     single method exists, using a method which results in benefits accruing not
     more rapidly than the slowest accrual rate permitted under Code Section
     411(b)(1)(C). The determination of the Present Value of Accrued Benefit
     shall 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.

          (g)  "Top Heavy Group" means an Aggregation Group in which, as of the
     Determination Date, the sum of:

               (1)  the Present Value of Accrued Benefits of Key Employees under
               all defined benefit plans included in the group, and

               (2)  the Aggregate Accounts of Key Employees under all defined
               contribution plans included in the group,

                    exceeds sixty percent (60%) of a similar sum determined for
               all Participants.

                                 Page 56 of 64
<PAGE>

                                   ARTICLE X
                                 MISCELLANEOUS

     10.1 PARTICIPANT'S RIGHTS

          This 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 this Plan shall
be deemed to give any Participant or 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 as a Participant of this Plan.

     10.2  ALIENATION

          (a)  Subject to the exceptions provided below, no benefit which shall
     be payable out of the Trust Fund to any person (including a Participant or
     his Beneficiary) shall be subject in any manner to anticipation,
     alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and
     any attempt to anticipate, alienate, sell, transfer, assign, 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 Trustee, except to such extent as may be required
     by law.

          (b)  This provision shall not apply to the extent a Participant or
     Beneficiary is indebted to the Plan, as a result of a loan from the Plan.
     At the time a distribution is to be made to or for a Participant's or
     Beneficiary's benefit, such proportion of the amount distributed as shall
     equal such loan indebtedness shall be paid by the Trustee to the Trustee or
     the Administrator, at the direction of the Administrator, to apply against
     or discharge such loan indebtedness. Prior to making a payment, however,
     the Participant or Beneficiary must be given written notice by the
     Administrator that such loan indebtedness is to be so paid in whole or part
     from his Participant's Combined Account. If the Participant or Beneficiary
     does not agree that the loan indebtedness is a valid claim against his
     Vested Participant's Combined Account, he shall be entitled to a review of
     the validity of the claim in accordance with procedures provided in
     Sections 2.7 and 2.8.

          (c)  This provision shall not apply to a "qualified domestic relations
     order" defined in Code Section 414(p), and those other domestic relations
     orders permitted to be so treated by the Administrator under the provisions
     of the Retirement Equity Act of 1984. The Administrator shall establish a
     written procedure to determine the qualified status of domestic relations
     orders and to administer distributions under such qualified orders.
     Further, to the extent provided under a "qualified domestic relations
     order," a former spouse of a Participant shall be treated as the spouse or
     surviving spouse for all purposes under the Plan.

          (d)  This provision shall not apply to an offset to a Participant's
     accrued benefit against an amount that the Participant is ordered or
     required to pay the Plan with respect to a judgment, order, or decree
     issued, or a settlement entered into, on or after January 1, 2000, in
     accordance with Code Sections 401(a)(13)(C) and (D). In a case in which the
     survivor annuity requirements of Code Section 401(a)(11) apply with respect
     to distributions from the Plan to the Participant, if the Participant has a
     spouse at the time at which the offset is to be made:

               (1)  either such spouse has consented in writing to such offset
               and such consent is witnessed by a notary public or
               representative of the Plan (or it is established to the
               satisfaction of a Plan representative that such consent may not
               be obtained by reason of circumstances described in Code Section
               417(a)(2)(B)), or an election to waive the right of the spouse to
               either a qualified joint and survivor annuity or a qualified pre-
               retirement survivor annuity is in effect in accordance with the
               requirements of Code Section 417(a),

               (2)  such spouse is ordered or required in such judgment, order,
               decree or settlement to pay an amount to the Plan in connection
               with a violation of fiduciary duties, or

                                 Page 57 of 64
<PAGE>

               (3)  in such judgment, order, decree or settlement, such spouse
               retains the right to receive the survivor annuity under a
               qualified joint and survivor annuity provided pursuant to Code
               Section 401(a)(11)(A)(i) and under a qualified pre-retirement
               survivor annuity provided pursuant to Code Section
               401(a)(11)(A)(ii).

                                 Page 58 of 64
<PAGE>

     10.3 CONSTRUCTION OF PLAN

          This Plan and Trust shall be construed and enforced according to the
Act and the laws of the State of Alabama, other than its laws respecting choice
of law, to the extent not preempted by the Act.

     10.4 GENDER AND NUMBER

          Wherever any words are used herein in the masculine, feminine or
neuter gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are used
herein in the singular or plural form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.

     10.5 LEGAL ACTION

          In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee, the Employer or
the Administrator may be a party, and such claim, suit, or proceeding is
resolved in favor of the Trustee, the Employer or the Administrator, they shall
be entitled to be reimbursed from the Trust Fund for any and all costs,
attorney's fees, and other expenses pertaining thereto incurred by them for
which they shall have become liable.

     10.6 PROHIBITION AGAINST DIVERSION OF FUNDS

          (a)  Except as provided below and otherwise specifically permitted by
     law, it shall be impossible by operation of the Plan or of the Trust, by
     termination of either, by power of revocation or amendment, by the
     happening of any contingency, by collateral arrangement or by any other
     means, for any part of the corpus or income of any trust fund maintained
     pursuant to the Plan or any funds contributed thereto to be used for, or
     diverted to, purposes other than the exclusive benefit of Participants,
     Retired Participants, or their Beneficiaries.

          (b)  In the event the Employer shall make an excessive contribution
     under a mistake of fact pursuant to Act Section 403(c)(2)(A), the Employer
     may demand repayment of such excessive contribution at any time within one
     (1) year following the time of payment and the Trustees shall return such
     amount to the Employer within the one (1) year period. Earnings of the Plan
     attributable to the excess contributions may not be returned to the
     Employer but any losses attributable thereto must reduce the amount so
     returned.

     10.7 BONDING

          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 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 each 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 Act 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 Administrator, be paid from the Trust Fund or by the Employer.

     10.8 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

          Neither the Employer, the Administrator, nor the Trustee, nor their
successors shall be responsible for the validity of any Contract issued
hereunder or for the failure on the part of the insurer to make payments
provided by any such Contract, or for the action of any person which may delay
payment or render a Contract null and void or unenforceable in whole or in part.

                                 Page 59 of 64
<PAGE>

     10.9  INSURER'S PROTECTIVE CLAUSE

           Any insurer who shall issue Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of
this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the insurer.

     10.10 RECEIPT AND RELEASE FOR PAYMENTS

           Any payment to any Participant, his legal representative,
Beneficiary, or to any guardian or committee appointed for such Participant or
Beneficiary in accordance with the provisions of the Plan, shall, to the extent
thereof, be in full satisfaction of all claims hereunder against the Trustee and
the Employer, either of whom may require such Participant, legal representative,
Beneficiary, guardian or committee, as a condition precedent to such payment, to
execute a receipt and release thereof in such form as shall be determined by the
Trustee or Employer.

     10.11 ACTION BY THE EMPLOYER

           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 its legally constituted authority.

     10.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

           The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator and (3) the Trustee. The named Fiduciaries shall have only those
specific powers, duties, responsibilities, and obligations as are specifically
given them under the Plan or as accepted by or assigned to them pursuant to any
procedure provided under the Plan, including but not limited to any agreement
allocating or delegating their responsibilities, the terms of which are
incorporated herein by reference. In general, unless otherwise indicated herein
or pursuant to such agreements, the Employer shall have the duties specified in
Article II hereof, as the same may be allocated or delegated thereunder,
including but not limited to the responsibility for making the contributions
provided for under Section 4.1; and shall have the authority to appoint and
remove the Trustee and the Administrator; to formulate the Plan's "funding
policy and method"; and to amend or terminate, in whole or in part, the Plan.
The Administrator shall have the responsibility for the administration of the
Plan, including but not limited to the items specified in Article II of the
Plan, as the same may be allocated or delegated thereunder. The Trustee shall
have the responsibility of management and control of the assets held under the
Trust, except to the extent directed pursuant to Article II or with respect to
those assets, the management of which has been assigned to an Investment
Manager, who shall be solely responsible for the management of the assets
assigned to it, all as specifically provided in the Plan and any agreement with
the Trustee. Each named Fiduciary warrants that any directions given,
information furnished, or action taken by it shall be in accordance with the
provisions of the Plan, authorizing or providing for such direction, information
or action. Furthermore, each named Fiduciary may rely upon any such direction,
information or action of another named Fiduciary as being proper under the Plan,
and is not required under the Plan to inquire into the propriety of any such
direction, information or action. It is intended under the Plan that each named
Fiduciary shall be responsible for the proper exercise of its own powers,
duties, responsibilities and obligations under the Plan as specified or
allocated herein. No named Fiduciary shall guarantee the Trust Fund in any
manner against investment loss or depreciation in asset value. Any person or
group may serve in more than one Fiduciary capacity. In the furtherance of their
responsibilities hereunder, the "named Fiduciaries" shall be empowered to
interpret the Plan and Trust and to resolve ambiguities, inconsistencies and
omissions, which findings shall be binding, final and conclusive.

     10.13 HEADINGS

           The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.

     10.14 APPROVAL BY INTERNAL REVENUE SERVICE

                                 Page 60 of 64
<PAGE>

           (a) Notwithstanding anything herein to the contrary, contributions to
     this Plan are conditioned upon the initial qualification of the Plan under
     Code Section 401. If the Plan receives an adverse determination with
     respect to its initial qualification, then the Plan may return such
     contributions to the Employer within one year after such determination,
     provided the application for the determination is made by the time
     prescribed by law for filing the Employer's return for the taxable year in
     which the Plan was adopted, or such later date as the Secretary of the
     Treasury may prescribe.

           (b) Notwithstanding any provisions to the contrary, except Sections
     3.5, 3.6, and 4.1(e), any contribution by the Employer to the Trust Fund is
     conditioned upon the deductibility of the contribution by the Employer
     under the Code and, to the extent any such deduction is disallowed, the
     Employer may, within one (1) year following the disallowance of the
     deduction, demand repayment of such disallowed contribution and the Trustee
     shall return such contribution within one (1) year following the
     disallowance. Earnings of the Plan attributable to the excess contribution
     may not be returned to the Employer, but any losses attributable thereto
     must reduce the amount so returned.

     10.15 UNIFORMITY

           All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.

                                 Page 61 of 64
<PAGE>

                                  ARTICLE XI
                            PARTICIPATING EMPLOYERS

     11.1  ADOPTION BY OTHER EMPLOYERS

           Notwithstanding anything herein to the contrary, with the consent of
the Employer and Trustee, any other corporation or entity, whether an affiliate
or subsidiary or not, may adopt this Plan and all of the provisions hereof, and
participate herein and be known as a Participating Employer, by a properly
executed document evidencing said intent and will of such Participating
Employer.

     11.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS

           (a) Each such Participating Employer shall be required to use the
     same Trustee as provided in this Plan.

           (b) The Trustee may, but shall not be required to, commingle, hold
     and invest as one Trust Fund all contributions made by Participating
     Employers, as well as all increments thereof. However, 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.

           (c) The transfer of any Participant from or to an Employer
     participating in this Plan, whether he be an Employee of the Employer or a
     Participating Employer, shall not affect such Participant's rights under
     the Plan, and all amounts credited to such Participant's Combined Account
     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.

           (d) All rights and values forfeited by termination of employment
     shall inure only to the benefit of the Participants of the Employer or
     Participating Employer by which the forfeiting Participant was employed,
     except if the Forfeiture is for an Employee whose Employer is an Affiliated
     Employer, then said Forfeiture shall inure to the benefit of the
     Participants of those Employers who are Affiliated Employers. Should an
     Employee of one ("First") Employer be transferred to an associated
     ("Second") Employer which is an Affiliated Employer, such transfer shall
     not cause his account balance (generated while an Employee of "First"
     Employer) in any manner, or by any amount to be forfeited. Such Employee's
     Participant Combined Account balance for all purposes of the Plan,
     including length of service, shall be considered as though he had always
     been employed by the "Second" Employer and as such had received
     contributions, forfeitures, earnings or losses, and appreciation or
     depreciation in value of assets totaling the amount so transferred.

           (e) Any expenses of the Trust which are to be paid by the Employer or
     borne by the Trust Fund shall be paid by each Participating Employer in the
     same proportion that the total amount standing to the credit of all
     Participants employed by such Employer bears to the total standing to the
     credit of all Participants.

     11.3  DESIGNATION OF AGENT

           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 the purpose of this Plan, each Participating
Employer 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.

     11.4  EMPLOYEE TRANSFERS

           It is anticipated that an Employee may be transferred between
Participating Employers, and in the event of any such transfer, the Employee
involved shall carry with him his accumulated service and eligibility. No

                                 Page 62 of 64
<PAGE>

such transfer shall effect a termination of employment hereunder, and the
Participating Employer to which the Employee is transferred shall thereupon
become obligated hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.

     11.5  PARTICIPATING EMPLOYER CONTRIBUTION

           Any contribution subject to allocation during each Plan Year shall be
allocated only among those Participants of the Employer or Participating
Employer making the contribution, except if the contribution is made by an
Affiliated Employer, in which event such contribution shall be allocated among
all Participants of all Participating Employers who are Affiliated Employers in
accordance with the provisions of this Plan. On the basis of the information
furnished by the Administrator, the Trustee shall keep separate books and
records concerning the affairs of each Participating Employer hereunder and as
to the accounts and credits of the Employees of each Participating Employer. The
Trustee may, but need not, register Contracts so as to evidence that a
particular Participating Employer is the interested Employer hereunder, but in
the event of an Employee transfer from one Participating Employer to another,
the employing Employer shall immediately notify the Trustee thereof.

     11.6  AMENDMENT

           Amendment of this Plan by the Employer at any time when there shall
be a Participating Employer hereunder shall only be by the written action of
each and every Participating Employer and with the consent of the Trustee where
such consent is necessary in accordance with the terms of this Plan.

     11.7  DISCONTINUANCE OF PARTICIPATION

           Any Participating Employer shall be permitted to discontinue or
revoke its participation in the Plan. At the time of any such discontinuance or
revocation, satisfactory evidence thereof and of any applicable conditions
imposed shall be delivered to the Trustee. The Trustee shall thereafter
transfer, deliver and assign Contracts and other Trust Fund assets allocable to
the Participants of such Participating Employer to such new Trustee as shall
have been designated by such Participating Employer, in the event that it has
established a separate pension plan for its Employees, provided however, that no
such transfer shall be made if the result is the elimination or reduction of any
"Section 411(d)(6) protected benefits" in accordance with Section 8.1(c). If no
successor is designated, the Trustee shall retain such assets for the Employees
of said Participating Employer pursuant to the provisions of Article VII hereof.
In no such event shall any part of the corpus or income of the Trust as it
relates to such Participating Employer be used for or diverted to purposes other
than for the exclusive benefit of the Employees of such Participating Employer.

                                 Page 63 of 64
<PAGE>

     11.8  ADMINISTRATOR'S AUTHORITY

           The Administrator shall have authority to make any and all necessary
rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.

           IN WITNESS WHEREOF, this Plan has been executed the day and year
first above written.


                                    EMPLOYER


                                    Alabama National BanCorporation



                                    By  /s/ John H. Holcomb, III
                                      ---------------------------------------
                                            Its  Chairman
                                                -----------------------------

                                    ATTEST  /s/  Kimberly Moore, Secretary
                                           ----------------------------------



                                    TRUSTEE

                                    National Bank of Commerce of Birmingham


                                    By  /s/ Fred Murphy
                                      ---------------------------------------
                                            Its  Vice President and Assistant
                                                -----------------------------
                                                 Trust Manager
                                                -----------------------------

                                    ATTEST  /s/ Kimberly Moore, Secretary
                                           ----------------------------------

                                 Page 64 of 64