<PAGE>

                                                                     Exhibit 4.5

                        AMERICAN FUNDS DISTRIBUTORS, INC.
                           NONSTANDARDIZED 401(K) PLAN

By executing this 401(k) plan Adoption Agreement (the "Agreement") under the
American Funds Distributors, Inc. Prototype Plan, the Employer agrees to
establish or continue a 401(k) plan for its Employees. The 401(k) plan adopted
by the Employer consists of the Basic Plan Document #02 (the "BPD") and the
elections made under this Agreement (collectively referred to as the "Plan"). A
Related Employer may jointly co-sponsor the Plan by signing a Co-Sponsor
Adoption Page, which is attached to this Agreement. (See Section 22.164 of the
BPD for the definition of a Related Employer.) THIS PLAN IS EFFECTIVE AS OF THE
EFFECTIVE DATE IDENTIFIED ON THE SIGNATURE PAGE OF THIS AGREEMENT.

1.   EMPLOYER INFORMATION

     A.   NAME AND ADDRESS OF EMPLOYER EXECUTING THE SIGNATURE PAGE OF THIS
          AGREEMENT: Exchange National Bancshares,

          Inc. 132 E. High Street Jefferson City, Missouri 65101

     B.   EMPLOYER IDENTIFICATION NUMBER (EIN) FOR THE EMPLOYER: 43-1626350

     C.   BUSINESS ENTITY OF EMPLOYER (optional):

     [X] (1) C-Corporation                 [ ] (2) S-Corporation

     [ ] (3) Limited Liability Corporation [ ] (4) Sole Proprietorship

     [ ] (5) Partnership                   [ ] (6) Limited Liability Partnership

     [ ] (7) Government                    [ ] (8) Other

     D.   LAST DAY OF EMPLOYER'S TAXABLE YEAR (optional): December 31

     E.   DOES THE EMPLOYER HAVE ANY RELATED EMPLOYERS (as defined in Section
          22.164 of the BPD)?

          [X] (1) Yes   [ ] (2) No

     F.   IF E. IS YES, LIST THE RELATED EMPLOYERS (optional):

          Citizens Union State Bank of Clinton

          Osage Valley Bank and Exchange National Bank, Bank 10

          [NOTE: This Plan will cover Employees of a Related Employer only if
          such Related Employer executes a Co-Sponsor Adoption Page. Failure to
          cover the Employees of a Related Employer may result in a violation of
          the minimum coverage rules under Code Section 410(b). See Section 1.3
          of the BPD.]

2.   PLAN INFORMATION

     A.   NAME OF PLAN: The Exchange National Bancshares Profit Sharing 401(k)
          Plan

     B.   PLAN NUMBER (as identified on the Form 5500 series filing for the
          Plan): 002

     C.   TRUST IDENTIFICATION NUMBER (optional):

     D.   PLAN YEAR: [Check (1) or (2).

          [X]  (1) The calender year.

          [ ]  (2) The 12-consecutive month period ending

          [ ]  (3) The Plan has a Short Plan Year beginning - and ending

Selection (3) may be selected in addition to (1) or (2) to identify a Short Plan
Year.].

3.   TYPES OF CONTRIBUTIONS

     The following types of contributions are authorized under this Plan. The
     selections made below should correspond with the selections made under
     Parts 4A, 4B, 4C, 4D and 4E of this Agreement.

     [X]  a. SECTION 401(K) DEFERRALS (see Part 4A).

     [ ]  b. EMPLOYER MATCHING CONTRIBUTIONS (see Part 4B).

     [X]  c. EMPLOYER NONELECTIVE CONTRIBUTIONS (see Part 4C).

     [ ]  d. EMPLOYEE AFTER-TAX CONTRIBUTIONS (see Part 4D).

     [ ]  e. SAFE HARBOR MATCHING CONTRIBUTIONS (see Part 4E, #27).

     [ ]  f. SAFE HARBOR NONELECTIVE CONTRIBUTIONS (see Part 4E, #28).

     [ ]  g. NONE. This Plan is a frozen Plan effective (see Section 2.1(d) of
             the BPD).


(c)

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                         PART 1 - ELIGIBILITY CONDITIONS

                           (See Article 1 of the BPD)

4.   EXCLUDED EMPLOYEES. [Check a. or any combination of b. - f. for those
     contributions the Employer elects to make under Part 4 of this Agreement.
     See Section 1.2 of the BPD for rules regarding the determination of
     Excluded Employees for Employee After-Tax Contributions, QNECs, QMACs and
     Safe Harbor Contributions.]

<TABLE>
<CAPTION>
             (1)
           SECTION       (2)          (3)
            401(K)    EMPLOYER     EMPLOYER
          DEFERRALS     MATCH    NONELECTIVE
          ---------   --------   -----------
<S>       <C>         <C>        <C>           <C>
     a.      [ ]         [ ]         [ ]       No excluded categories of
                                               Employees.

     b.      [X]         [ ]         [X]       Union Employees (see Section
                                               22.202 of the BPD).

     c.      [X]         [ ]         [X]       Nonresident Alien Employees (see
                                               Section 22.124 of the BPD).

     d.      [X]         [ ]         [X]       Leased Employees (see Section
                                               1.2(b) of the BPD).

     e.      [ ]         [ ]         [ ]       Highly Compensated Employees (see
                                               Section 22.99 of the BPD).

     f.      [ ]         [ ]         [ ]       (Describe Excluded Employees):
</TABLE>

5.   MINIMUM AGE AND SERVICE CONDITIONS FOR BECOMING AN ELIGIBLE PARTICIPANT.
     [Check a. or check b. and/or any one of c. - e. for those contributions the
     Employer elects to make under Part 4 of this Agreement. Selection f. may be
     checked instead of or in addition to any selections under b. - e. See
     Section 1.4 of the BPD for the application of the minimum age and service
     conditions for purposes of Employee After - Tax Contributions, QNECs, QMACs
     and Safe Harbor Contributions. See Part 7 of this Agreement for special
     service crediting rules.]

<TABLE>
<CAPTION>
             (1)
           SECTION       (2)          (3)
            401(K)    EMPLOYER     EMPLOYER
          DEFERRALS     MATCH    NONELECTIVE
          ---------   --------   -----------
<S>       <C>         <C>        <C>           <C>
     A.      [ ]         [ ]         [ ]       None (conditions are met on
                                               Employment Commencement Date).

     B.      [X]         [ ]         [X]       Age 21 (cannot exceed age 21).

     C.      [X]         [ ]         [X]       One Year of Service.

     D.      [ ]         [ ]         [ ]       - consecutive months (not more
                                               than 12) during which the
                                               Employee completes at least -
                                               Hours of Service (cannot exceed
                                               1,000). If an Employee does not
                                               satisfy this requirement in the
                                               first designated period of
                                               months following his/her
                                               Employment Commencement Date,
                                               such Employee will be deemed to
                                               satisfy this condition upon
                                               completing a Year of Service (as
                                               defined in Section 1.4(b) of the
                                               BPD).

     E.      N/A         [ ]         [ ]       Two Years of Service. [Full and
                                               immediate vesting must be
                                               selected under Part 6 of this
                                               Agreement.]

     F.      [ ]         [ ]         [ ]       (Describe eligibility
                                               conditions):

                                               [NOTE: Any conditions provided
                                               under f. must be described in a
                                               manner that precludes Employer
                                               discretion, must satisfy the
                                               nondiscrimination requirements of
                                               Section 1.401(a)(4) of the
                                               regulations, and may not cause
                                               the Plan to violate the
                                               provisions of Code Section
                                               410(a).]
</TABLE>

[ ]  6. DUAL ELIGIBILITY. Any Employee (other than an Excluded Employee) who is
     employed on the date designated under a. or b. below, as applicable, is
     deemed to be an Eligible Participant as of the later of the date identified
     under this #6 or the Effective Date of this Plan, without regard to any
     Entry Date selected under Part 2. See Section 1.4(d)(2) of the BPD.

     [NOTE: If this #6 is checked, also check a. or b. If this #6 is not
     checked, the provisions of Section 1.4(d)(1) of the BPD apply.]

     [ ]  a. The Effective Date of this Plan.

     [ ]  b. (Identify date)

     [NOTE: Any date specified under b. may not cause the Plan to violate the
     provisions of Code Section 410(a). See Section 1.4 of the BPD.]

(c)


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                     PART 2 - COMMENCEMENT OF PARTICIPATION

                          (See Section 1.5 of the BPD)

7.   ENTRY DATE UPON WHICH PARTICIPATION BEGINS AFTER COMPLETING MINIMUM AGE AND
     SERVICE CONDITIONS UNDER PART 1, #5 ABOVE. [Check one of a. - e. for those
     contributions the Employer elects to make under Part 4 of this Agreement.
     See Section 1.5 of the BPD for determining the Entry Date applicable to
     Employee After-Tax Contributions, QNECs, QMACs and Safe Harbor
     Contributions.]

<TABLE>
<CAPTION>
             (1)
           SECTION       (2)          (3)
            401(K)    EMPLOYER     EMPLOYER
          DEFERRALS     MATCH    NONELECTIVE
          ---------   --------   -----------
<S>       <C>         <C>        <C>           <C>
     A.      [X]         [ ]         [X]       The next following Entry Date (as
                                               defined in #8 below).

     B.      [ ]         [ ]         [ ]       The Entry Date (as defined in #8
                                               below) coinciding with or next
                                               following the completion of the
                                               age and service conditions.

     C.      N/A         [ ]         [ ]       The nearest Entry Date (as
                                               defined in #8 below).

     D.      N/A         [ ]         [ ]       The preceding Entry Date (as
                                               defined in #8 below).

     E.      [ ]         [ ]         [ ]       The date the age and service
                                               conditions are satisfied. [Also
                                               check #8.e. below for the same
                                               type of contribution(s) checked
                                               here.]
</TABLE>

8.   DEFINITION OF ENTRY DATE. [Check one of a. - e. for those contributions the
     Employer elects to make under Part 4 of this Agreement. Selection f. may be
     checked instead of or in addition to a. - e. See Section 1.5 of the BPD for
     determining the Entry Date applicable to Employee After-Tax Contributions,
     QNECs, QMACs and Safe Harbor Contributions.]

<TABLE>
<CAPTION>
             (1)
           SECTION       (2)          (3)
            401(K)    EMPLOYER     EMPLOYER
          DEFERRALS     MATCH    NONELECTIVE
          ---------   --------   -----------
<S>       <C>         <C>        <C>           <C>
     A.      [X]         [ ]         [X]       The first day of the Plan Year
                                               and the first day of 7th month of
                                               the Plan Year.

     B.      [ ]         [ ]         [ ]       The first day of each quarter of
                                               the Plan Year.

     C.      [ ]         [ ]         [ ]       The first day of each month of
                                               the Plan Year.

     D.      [ ]         [ ]         [ ]       The first day of the Plan Year.
                                               [If #7.a. or #7.b. above is
                                               checked for the same type of
                                               contribution as checked here, see
                                               the restrictions in Section
                                               1.5(b) of the BPD.]

     E.      [ ]         [ ]        [ ]        The date the conditions in Part
                                               1, #5. above are satisfied. [This
                                               e. should be checked for a
                                               particular type of contribution
                                               only if #7.e. above is also
                                               checked for that type of
                                               contribution.]

     F.                  [ ]         [ ]       (Describe Entry Date)

                                               [NOTE: Any Entry Date designated
                                               in f. must comply with the
                                               requirements of Code Section
                                               410(a)(4) and must satisfy the
                                               nondiscrimination requirements
                                               under Setion 1.401(a)(4) of the
                                               regulations. See Section 1.5(a)
                                               of the BPD.]
</TABLE>

                              PART 3 - COMPENSATION DEFINITIONS
                         (See Sections 22.102 and 22.197 of the BPD)

9.   DEFINITION OF TOTAL COMPENSATION:

     a.   W-2 Wages.

     b.   Withholding Wages.

     c.   Code Section 415 Safe Harbor Compensation.

[X]

[ ]

[ ]

          [NOTE: Each of the above definitions is increased for Elective
          Deferrals (as defined in Section 22.61 of the BPD), for pre-tax
          contributions to a cafeteria plan or a Code Section 457 plan, and for
          qualified transportation fringes under Code Section 132(f)(4). See
          Section 22.197 of the BPD.]

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10.  DEFINITION OF INCLUDED COMPENSATION for allocation of contributions or
     forfeitures: [Check a. or b. for those contributions the Employer elects
     under Part 4 of this Agreement. If b. is selected for a particular
     contribution, also check any combination of c. through j. for that type of
     contribution. See Section 22.102 of the BPD for determining Included
     Compensation for Employee After-Tax Contributions, QNECs, QMACs and Safe
     Harbor Contributions.]

<TABLE>
<CAPTION>
             (1)
           SECTION       (2)         (3)
            401(K)    EMPLOYER     EMPLOYER
          DEFERRALS     MATCH    NONELECTIVE
          ---------   --------   -----------
<S>       <C>         <C>        <C>           <C>
     a.      [X]         [ ]         [X]       Total Compensation, as defined in
                                               #9 above.

     b.      [ ]         [ ]         [ ]       Total Compensation, as defined in
                                               #9 above, with the following
                                               exclusions:

     c.      N/A         [ ]         [ ]       Elective Deferrals, pre-tax
                                               contributions to a cafeteria plan
                                               or a Code Section 457 plan, and
                                               qualified transportation fringes
                                               under Code Section 132(f)(4) are
                                               excluded. See Section 22.102 of
                                               the BPD.

     d.      [ ]         [ ]         [ ]       Fringe benefits, expense
                                               reimbursements, deferred
                                               compensation, and welfare
                                               benefits are excluded.

     e.      [ ]         [ ]         [ ]       Compensation above $_________ is
                                               excluded.

     f.      [ ]         [ ]         [ ]       Bonuses are excluded.

     g.      [ ]         [ ]         [ ]       Commissions are excluded.

     h.      [ ]         [ ]         [ ]       Overtime is excluded.

     i.      [ ]         [ ]         [ ]       Amounts paid for services
                                               performed for a Related Employer
                                               that does not execute the
                                               Co-Sponsor Adoption Page under
                                               this Agreement are excluded.

     j.      [ ]         [ ]         [ ]       (Describe modifications to
                                               Included Compensation): _________
</TABLE>

     [NOTE: Unless otherwise provided under j., any exclusions selected under f.
     through j. above do not apply to Nonhighly Compensated Employees in
     determining allocations under the Permitted Disparity Method under Part 4C,
     #21.b. of this Agreement or for purposes of applying the Safe Harbor 401(k)
     Plan provisions under Part 4E of this Agreement.]

11.  SPECIAL RULES.

     [ ]  a.   HIGHLY COMPENSATED EMPLOYEES ONLY. For all purposes under the
               Plan, the modifications to Included Compensation elected in
               #10.f. through #10.j. above will apply only to Highly Compensated
               Employees.

     [ ]  b.   MEASUREMENT PERIOD (SEE THE OPERATING RULES UNDER SECTION
               2.2(C)(3) OF THE BPD). Instead of the Plan Year, Included
               Compensation is determined on the basis of the period elected
               under (1) or (2) below.

               [ ]  (1)  The calendar year ending in the Plan Year.

               [ ]  (2)  The 12-month period ending on which ends during the
                         Plan Year.

               [NOTE: If this selection b. is checked, Included Compensation
               will be determined on the basis of the period designated in (1)
               or (2) for all contribution types. If this selection b. is not
               checked, Included Compensation is based on the Plan Year. See
               Part 4 for the ability to use partial year Included
               Compensation.]

               [PRACTITIONER TIP: If #11.b is checked, it is recommended that
               the Limitation Year for purposes of applying the Annual Additions
               Limitation under Code Section 415 correspond to the period used
               to determine Included Compensation. This modification to the
               Limitation Year may be made in Part 13, #69.a. of this
               Agreement.]

                       PART 4A - SECTION 401(K) DEFERRALS

                         (See Section 2.3(a) of the BPD)

[X]  Check this selection and complete the applicable sections of this Part 4A
     to allow for Section 401(k) Deferrals under the Plan.

[ ]  12.  SECTION 401(K) DEFERRAL LIMIT. _____% of Included Compensation. [If
          this #12 is not checked, the Code Section 402(g) deferral limit
          described in Section 17.1 of the BPD and the Annual Additions
          Limitation under Article 7 of the BPD still apply.]

          [ ]  a.   APPLICABLE PERIOD. The limitation selected under #12 applies
                    with respect to Included Compensation earned during:


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<PAGE>

               [ ]  (1)  the Plan Year.

               [ ]  (2)  the portion of the Plan Year in which the Employee is
                         an Eligible Participant.

               [ ]  (3)  each separate payroll period during which the Employee
                         is an Eligible Participant.

               [NOTE: If Part 3, #11.b. is checked, any period selected under
               this a. will be determined as if the Plan Year were the period
               designated under Part 3, #11.b. See Section 2.2(c)(3) of the
               BPD.]

     [ ]  b.   LIMIT APPLICABLE ONLY TO HIGHLY COMPENSATED EMPLOYEES. [If this
               b. is not checked, any limitation selected under #12 applies to
               all Eligible Participants.]

               [ ]  (1)  The limitation selected under #12 applies only to
                         Highly Compensated Employees.

               [ ]  (2)  The limitation selected under #12 applies only to
                         Nonhighly Compensated Employees. Highly Compensated
                         Employees may defer up to _____% of Included
                         Compensation (as determined under a. above).

[The percentage inserted in this (2) for Highly Compensated Employees must be
lower than the percentage inserted in #12 for Nonhighly Compensated Employees.]

[ ]  13.  MINIMUM DEFERRAL RATE: [If this #13 is not checked, no minimum
          deferral rate applies to Section 401(k) Deferrals under the Plan.]

     [ ]  a.   _____% of Included Compensation for a payroll period.

     [ ]  b.   $_____ for a payroll period.

[ ]  14.  AUTOMATIC DEFERRAL ELECTION. (See Section 2.3(a)(2) of the BPD.) An
          Eligible Participant will automatically defer _____% of Included
          Compensation for each payroll period, unless the Eligible Participant
          makes a contrary Salary Reduction Agreement election on or after
          _____. This automatic deferral election will apply to:

     [ ]  a.   all Eligible Participants.

     [ ]  b.   only those Employees who become Eligible Participants on or after
               the following date:

[ ]  15.  EFFECTIVE DATE. If this Plan is being adopted as a new 401(k) plan or
          to add a 401(k) feature to an existing plan, Eligible Participants may
          begin making Section 401(k) Deferrals as of:

                    PART 4B - EMPLOYER MATCHING CONTRIBUTIONS

                    (See Sections 2.3(b) and (c) of the BPD)

     CHECK THIS SELECTION AND COMPLETE THIS PART 4B TO ALLOW FOR EMPLOYER
     MATCHING CONTRIBUTIONS. Each formula allows for Employer Matching
     Contributions to be allocated to Section 401(k) Deferrals and/or Employee
     After-Tax Contributions (referred to as "applicable contributions"). If a
     matching formula applies to both types of contributions, such contributions
     are aggregated to determine the Employer Matching Contribution allocated
     under the formula. If any formula applies to Employee After-Tax
     Contributions, Part 4D must be completed. [NOTE: Do not check this
     selection if the only Employer Matching Contributions authorized under the
     Plan are Safe Harbor Matching Contributions. Instead, complete the
     applicable elections under Part 4E of this Agreement. If a "regular"
     Employer Matching Contribution will be made in addition to a Safe Harbor
     Matching Contribution, complete this Part 4B for the "regular" Employer
     Matching Contribution and Part 4E for the Safe Harbor Matching
     Contribution. To avoid ACP Testing with respect to any "regular" Employer
     Matching Contributions, such contributions may not be based on applicable
     contributions in excess of 6% of Included Compensation and any
     discretionary "regular" Employer Matching Contributions may not exceed 4%
     of Included Compensation.]


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16.  EMPLOYER MATCHING CONTRIBUTION FORMULA(S): [See the operating rules under
     #17 below.]

<TABLE>
<CAPTION>
             (1)
           SECTION       (2)
            401(K)     EMPLOYEE
          DEFERRALS   AFTER-TAX
          ---------   ---------
<S>       <C>         <C>         <C>
     a.      [ ]          [ ]     FIXED MATCHING CONTRIBUTION. _____% of each
                                  Eligible Participant's applicable
                                  contributions. The Employer Matching
                                  Contribution does not apply to applicable
                                  contributions that exceed:

                                  [ ]  (a) _____% of Included Compensation.

                                  [ ]  (b) $_____.

                                  [NOTE: If neither (a) nor (b) is checked, all
                                  applicable contributions are eligible for the
                                  Employer Matching Contribution under this
                                  formula.]

     b.      [ ]          [ ]     DISCRETIONARY MATCHING CONTRIBUTION. A uniform
                                  percentage, as determined by the Employer, of
                                  each Eligible Participant's applicable
                                  contributions.

                                  [ ]  (a)  The Employer Matching Contribution
                                            allocated to any Eligible
                                            Participant may not exceed ______%
                                            of Included Compensation.

                                            The Employer Matching Contribution
                                            will apply only to a Participant's
                                            applicable contributions that do not
                                            exceed:

                                            [ ]  1. ______% of Included
                                                    Compensation.

                                            [ ]  2. $_____.

                                            [ ]  3. a dollar amount or
                                                    percentage of Included
                                                    Compensation that is
                                                    uniformly determined by the
                                                    Employer for all Eligible
                                                    Participants.

                                            [NOTE: If none of the selections 1.
                                            - 3. is checked, all applicable
                                            contributions are eligible for the
                                            Employer Matching Contribution under
                                            this formula.]

                                  TIERED MATCHING CONTRIBUTION. A uniform
                                  percentage of each tier of each Eligible
                                  Participant's applicable contributions,
                                  determined as follows:

                                  Tiers of contributions   Matching percentage
                                  ----------------------   -------------------
                                     (indicate $ or %)
                                  (a)  First               (b)

                                  (c)  Next                (d)

                                  (e)  Next                (f)

                                  (g)  Next                (h)

                                  [NOTE: Fill in only percentages or dollar
                                  amounts, but not both. If percentages are
                                  used, each tier represents the amount of the
                                  Participant's applicable contributions that
                                  equals the specified percentage of the
                                  Participant's Included Compensation.]
</TABLE>


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     d.   [ ]  [ ]  DISCRETIONARY TIERED MATCHING CONTRIBUTION. The Employer
                    will determine a matching percentage for each tier of each
                    Eligible Participant's applicable contributions. Tiers are
                    determined in increments of:

                             Tiers of contributions
                                (indicate $ or %)

                         (a)  First

                         (b)  Next

                         (c)  Next

                         (d)  Next

                    [NOTE: Fill in only percentages or dollar amounts, but not
                    both. If percentages are used, each tier represents the
                    amount of the Participant's applicable contributions that
                    equals the specified percentage of the Participant's
                    Included Compensation.]

                    YEAR OF SERVICE MATCHING CONTRIBUTION. A uniform percentage
                    of each Eligible Participant's applicable contributions
                    based on Years of Service with the Employer, determined as
                    follows:

<TABLE>
<CAPTION>
                    Years of Service                        Matching Percentage
                    ----------------                        -------------------
<S>                                                         <C>
                    (a)_____                                            (b)_____%

                    (c)_____                                            (d)_____%

                    (e)_____                                            (f)_____%
</TABLE>

                    [ ]  1.   In applying the Year of Service matching
                              contribution formula, a Year of Service is: [If
                              not checked, a Year of Service is 1,000 Hours of
                              Service during the Plan Year.]

                    [ ]  a.   as defined for purposes of eligibility under
                              Part 7.

                    [ ]  b.   as defined for purposes of vesting under Part 7.

                    [ ]  2.   Special limits on Employer Matching Contributions
                              under the Year of Service formula:

                    [ ]  a.   The Employer Matching Contribution allocated to
                              any Eligible Participant may not exceed __% of
                              Included Compensation.

                    [ ]  b.   The Employer Matching Contribution will apply only
                              to a Participant's applicable contributions that
                              do not exceed:

                    [ ]  (1)  __% of Included Compensation.

                    [ ]  (2)  $____.

                    NET PROFITS. Any Employer Matching Contributions made in
                    accordance with the elections under this #16 are limited to
                    Net Profits. [If this f. is checked, also select (a) or (b)
                    below.]

                    [ ]  (a)  DEFAULT DEFINITION OF NET PROFITS. For purposes of
                              this selection f., Net Profits is defined in
                              accordance with Section 2.2(a)(2) of the BPD.

     f.   [ ]  [ ]  MODIFIED DEFINITION OF NET PROFITS. For purposes of this
                    selection f., Net Profits is defined as
                    follows:___________________

                    [NOTE: Any definition of Net Profits under this (b)
                    must be described in a manner that precludes Employer
                    discretion and must satisfy the nondiscrimination
                    requirements of Section.1.401(a)(4) of the regulations and
                    must apply uniformly to all Participants.]


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     17.  OPERATING RULES FOR APPLYING THE MATCHING CONTRIBUTION FORMULAS:

          a.   APPLICABLE CONTRIBUTIONS TAKEN INTO ACCOUNT: (See Section
               2.3(b)(3) of the BPD.) The matching contribution formula(s)
               elected in #16. above (and any limitations on the amount of a
               Participant's applicable contributions considered under such
               formula(s)) are applied separately for each:

               [ ] (1) Plan Year.            [ ] (2) Plan Year quarter.

               [ ] (3) calendar month.       [ ] (4) payroll period.

               [NOTE: If Part 3, #11.b. is checked, the period selected under
               this a. (to the extent such period refers to the Plan Year) will
               be determined as if the Plan Year were the period designated
               under Part 3, #11.b. See Section 2.2(c)(3) of the BPD.]

          b.   SPECIAL RULE FOR PARTIAL PERIOD OF PARTICIPATION. If an Employee
               is an Eligible Participant for only part of the period designated
               in a. above, Included Compensation is taken into account for:

               [ ]  (1)  the entire period, including the portion of the period
                         during which the Employee is not an Eligible
                         Participant.

               [ ]  (2)  the portion of the period in which the Employee is an
                         Eligible Participant.

               [ ]  (3)  the portion of the period during which the Employee's
                         election to make the applicable contributions is in
                         effect.

     18.  QUALIFIED MATCHING CONTRIBUTIONS (QMACS): [NOTE: Regardless of any
          elections under this #18, the Employer may make a QMAC to the Plan to
          correct a failed ADP or ACP Test, as authorized under Sections
          17.2(d)(2) and 17.3(d)(2) of the BPD. Any QMAC allocated to correct
          the ADP or ACP Test which is not specifically authorized under this
          #18 will be allocated to all Eligible Participants who are Nonhighly
          Compensated Employees as a uniform percentage of Section 401(k)
          Deferrals made during the Plan Year. See Section 2.3(c) of the BPD.]

          [ ]  a.   All Employer Matching Contributions are designated as QMACs.

          [ ]  b.   Only Employer Matching Contributions described in
                    selection(s) under #16 above are designated as QMACs.

          [ ]  c.   In addition to any Employer Matching Contribution provided
                    under #16 above, the Employer may make a discretionary QMAC
                    that is allocated equally as a percentage of Section 401(k)
                    Deferrals made during the Plan Year. The Employer may
                    allocate QMACs only on Section 401(k) Deferrals that do not
                    exceed a specific dollar amount or a percentage of Included
                    Compensation that is uniformly determined by the Employer.
                    QMACs will be allocated to:

               [ ]  (1)  Eligible Participants who are Nonhighly Compensated
                         Employees.

               [ ]  (2)  all Eligible Participants.

     19.  ALLOCATION CONDITIONS. An Eligible Participant must satisfy the
          following allocation conditions for an Employer Matching Contribution:
          [Check a. or b. or any combination of c. - f. Selection e. may not be
          checked if b. or d. is checked. Selection g. and/or h. may be checked
          in addition to b. - f.]

          [ ]  a.   NONE.

          [ ]  b.   SAFE HARBOR ALLOCATION CONDITION. An Employee must be
                    employed by the Employer on the last day of the Plan Year OR
                    must have more than ___ (not more than 500) Hours of Service
                    for the Plan Year.

          [ ]  c.   LAST DAY OF EMPLOYMENT CONDITION. An Employee must be
                    employed with the Employer on the last day of the Plan Year.

          [ ]  d.   HOURS OF SERVICE CONDITION. An Employee must be credited
                    with at least ___ Hours of Service (may not exceed 1,000)
                    during the Plan Year.

          [ ]  e.   ELAPSED TIME METHOD. (See Section 2.6(d) of the BPD.)

               [ ]  (1)  SAFE HARBOR ALLOCATION CONDITION. An Employee must be
                         employed by the Employer on the last day of the Plan
                         Year OR must have more than ___ (not more than 91)
                         consecutive days of employment with the Employer during
                         the Plan Year.

               [ ]  (2)  SERVICE CONDITION. An Employee must have more than ___
                         (not more than 182) consecutive days of employment with
                         the Employer during the Plan Year.

               DISTRIBUTION RESTRICTION. An Employee must not have taken a
               distribution of the applicable contributions eligible for an
               Employer Matching Contribution prior to the end of the period for
               which the Employer Matching Contribution is being made (as
               defined in #17.a. above). See Section 2.6(c) of the BPD.


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          [ ]  g.   APPLICATION TO A SPECIFIED PERIOD. In applying the
                    allocation condition(s) designated under b. through e.
                    above, the allocation condition(s) will be based on the
                    period designated under #17.a. above. In applying an Hours
                    of Service condition under d. above, the following method
                    will be used: [This g. should be checked only if a period
                    other than the Plan Year is selected under #17.a. above.
                    Selection (1) or (2) must be selected only if d. above is
                    also checked.]

                    [ ]  (1)  FRACTIONAL METHOD (see Section 2.6(e)(2)(i) of the
                              BPD).

                    [ ]  (2)  PERIOD-BY-PERIOD METHOD (see Section 2.6(e)(2)(ii)
                              of the BPD).

                    [PRACTITIONER NOTE: If this g. is not checked, any
                    allocation condition(s) selected under b. through e. above
                    will apply with respect to the Plan Year, regardless of the
                    period selected under #17.a. above. See Section 2.6(e) of
                    the BPD for procedural rules for applying allocation
                    conditions for a period other than the Plan Year.]

          [ ]  h.   The above allocation condition(s) will NOT apply if:

                    [ ]  (1)  the Participant dies during the Plan Year.

                    [ ]  (2)  the Participant is Disabled.

                    [ ]  (3)  the Participant, by the end of the Plan Year, has
                              reached:

                         [ ]  (a)  Normal Retirement Age.

                         [ ]  (b)  Early Retirement Age.

                  PART 4C - EMPLOYER NONELECTIVE CONTRIBUTIONS

                    (See Sections 2.3(d) and (e) of the BPD)

[X]  CHECK THIS SELECTION AND COMPLETE THIS PART 4C TO ALLOW FOR EMPLOYER
     NONELECTIVE CONTRIBUTIONS. [NOTE: Do not check this selection if the only
     Employer Nonelective Contributions authorized under the Plan are Safe
     Harbor Nonelective Contributions. Instead, complete the applicable
     elections under Part 4E of this Agreement.]

[X]  20.  EMPLOYER NONELECTIVE CONTRIBUTION (OTHER THAN QNECS):

          [X]  a.   DISCRETIONARY. Discretionary with the Employer.

          [ ]  b.   FIXED UNIFORM PERCENTAGE.___% of each Eligible Participant's
                    Included Compensation.

          [ ]  c.   UNIFORM DOLLAR AMOUNT.

                    [ ]  (1)  A uniform discretionary dollar amount for each
                              Eligible Participant.

                    [ ]  (2)  $______ for each Eligible Participant.

               d.   DAVIS-BACON CONTRIBUTION FORMULA. (See Section 2.2(a)(1) of
                    the BPD for rules regarding the application of the
                    Davis-Bacon Contribution Formula.) The Employer will make a
                    contribution for each Eligible Participant's Davis-Bacon Act
                    Service based on the hourly contribution rate for the
                    Participant's employment classification, as designated under
                    Schedule A of this Agreement. The contributions under this
                    formula will be allocated under the Pro Rata Allocation
                    Formula under #21.a. below, but based on the amounts
                    designated in Schedule A as attached to this Agreement. [If
                    this d. is selected, #21.a. below also must be selected.]

                    [ ]  (1)  The contributions under the Davis-Bacon
                              Contribution Formula will offset the following
                              contributions under the Plan: [Check (a) and/or
                              (b). If this (1) is not checked, contributions
                              under the Davis Bacon Contribution Formula will
                              not ofset any other Employer Contributions under
                              the Plan.]

                              [ ]  (a)  Employer Nonelective Contributions

                              [ ]  (b)  Employer Matching Contributions

                    [ ]  (2)  The default provisions under Section 2.2(a)(1) are
                              modified as follows: _____________________

                              [NOTE: Any modification to the default provisions
                              under (2) must satisfy the nondiscrimination
                              requirements under Section.1.401(a)(4) of the
                              regulations. Any modification under (2) will not
                              allow the ofset of any contributions to any other
                              Plan.]

               e.   NET PROFITS. Check this e. if the contribution selected
                    above is limited to Net Profits. [If this e. is checked,
                    also select (1) or (2) below.]


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                    [ ]  (1)  DEFAULT DEFINITION OF NET PROFITS. For purposes of
                              this subsection e., Net Profits is defined in
                              accordance with Section 2.2(a)(2) of the BPD.

                    [ ]  (2)  MODIFIED DEFINITION OF NET PROFITS. For purposes
                              of this subsection e., Net Profits is defined as
                              follows:

                                   [NOTE: Any definition of Net Profits under
                                   this (2) must be described in a manner that
                                   precludes

                                   Employer discretion, must satisfy the
                                   nondiscrimination requirements of Section
                                   1.401(a)(4) of the regulations, and must
                                   apply uniformly to all Participants.]

[X]  21.  ALLOCATION FORMULA FOR EMPLOYER NONELECTIVE CONTRIBUTIONS (OTHER THAN
          QNECS): (See Section 2.3(d) of the BPD.)

          [X]  a.   PRO RATA ALLOCATION METHOD. The allocation for each Eligible
                    Participant is a uniform percentage of Included Compensation
                    (or a uniform dollar amount if #20.c. is selected above).

          [ ]  b.   PERMITTED DISPARITY METHOD. The allocation for each Eligible
                    Participant is determined under the following formula:
                    [Selection #20.a. above must also be checked.]

                    [ ]  (1)  Two-Step Formula.

                    [ ]  (2)  Four-Step Formula.

          [ ]  c.   UNIFORM POINTS ALLOCATION. The allocation for each Eligible
                    Participant is determined based on the Eligible
                    Participant's points. Each Eligible Participant's allocation
                    shall bear the same relationship to the Employer
                    Contribution as his/her total points bears to all points
                    awarded. An Eligible Participant will receive: [Check (1)
                    and/or (2). Selection (3) may be checked in addition to (1)
                    and (2). Selection #20.a. above also must be checked.]

                    [ ]  (1)  - points for each ___ year(s) of age (attained as
                              of the end of the Plan Year).

                    [ ]  (2)  - points for each ___ Year(s) of Service,
                              determined as follows: [Check (a) or (b).
                              Selection (c) may be checked in addition to (a) or
                              (b).]

                              [ ]  (a)  In the same manner as determined for
                                        eligibility.

                              [ ]  (b)  In the same manner as determined for
                                        vesting.

                              [ ]  (c)  Points will not be provided with respect
                                        to Years of Service in excess of

                    [ ]  (3)  - points for each $___ (not to exceed $200) of
                              Included Compensation.

               d.   ALLOCATION BASED ON SERVICE. The Employer Nonelective
                    Contribution will be allocated to each Eligible Participant
                    as: [Check (1) or (2). Also check (a), (b), and/or (c).
                    Selection (3) may be checked in addition to (1) or (2).]

                    [ ]  (1)  a uniform dollar amount

                    [ ]  (2)  a uniform percentage of Included Compensation for
                              the following periods of service:

Each Hour of Service.

                              [ ]  (a)  Each week of employment.

                              [ ]  (b)  (Describe period)

                              [ ]  (c)  ((3)) The contribution is subject to the
                                        following minimum and/or maximum benefit
                                        limitations:

                    [PRACTITIONER NOTE: If #20.b. or #20.c. is checked, the
                    selection in (1) or (2) must conform to the selection made
                    in #20.b. or #20.c. Thus, if #20.b. is checked along with
                    this subsection d., the allocation must be a uniform
                    percentage of Included Compensation under (2). If #20.c. is
                    checked along with this subsection d. the allocation must be
                    a uniform dollar amount under (1).]

               e.   TOP-HEAVY MINIMUM CONTRIBUTION. In applying the Top-Heavy
                    Plan requirements under Article 16 of the BPD, the top-heavy
                    minimum contribution will be allocated to all Eligible
                    Participants, in accordance with Section 16.2(a) of the BPD.
                    [NOTE: If this e. is not checked, any top-heavy minimum
                    contribution will be allocated only to Non-Key Employees, in
                    accordance with Section 16.2(a) of the BPD.]

[ ]  22.  QUALIFIED NONELECTIVE CONTRIBUTION (QNEC). The Employer may make a
          discretionary QNEC that is allocated under the following method.
          [NOTE: Regardless of any elections under this #22, the Employer may
          make a QNEC to the Plan to correct a failed ADP or ACP Test, as
          authorized under Sections 17.2(d)(2) and 17.3(d)(2) of the BPD. Any
          QNEC allocated to correct the ADP or ACP Test which is not
          specifically authorized under this #22 will be allocated as a


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          uniform percentage of Included Compensation to all Eligible
          Participants who are Nonhighly Compensated Employees. See Section
          2.3(e) of the BPD.]

          [ ]  a.   PRO RATA ALLOCATION METHOD. (See Section 2.3(e)(1) of the
                    BPD.) The QNEC will be allocated as a uniform percentage of
                    Included Compensation to:

                    [ ]  (1)  all Eligible Participants who are Nonhighly
                              Compensated Employees.

                    [ ]  (2)  all Eligible Participants.

          [ ]  b.   BOTTOM-UP QNEC METHOD. The QNEC will be allocated to
                    Eligible Participants who are Nonhighly Compensated
                    Employees in reverse order of Included Compensation. (See
                    Section 2.3(e)(2) of the BPD.)

          [ ]  c.   APPLICATION OF ALLOCATION CONDITIONS. If this c. is checked,
                    QNECs will be allocated only to Eligible Participants who
                    have satisfied the allocation conditions under #24 below.
                    [If this c. is not checked, QNECs will be allocated without
                    regard to the allocation conditions under #24 below.]

     23.  OPERATING RULES FOR DETERMINING AMOUNT OF EMPLOYER NONELECTIVE
          CONTRIBUTIONS.

               a.   SPECIAL RULES REGARDING INCLUDED COMPENSATION.

                         (1)  APPLICABLE PERIOD FOR DETERMINING INCLUDED
                              COMPENSATION. In determining the amount of
                              Employer Nonelective Contributions to be allocated
                              to an Eligible Participant under this Part 4C,
                              Included Compensation is determined separately for
                              each: [If #21.b. above is checked, the Plan Year
                              must be selected under (a) below.]

                              [X] (a) Plan Year.      [ ] (b) Plan Year quarter.

                              [ ] (c) calendar month. [ ] (d) payroll period.

                              [NOTE: If Part 3, #11.b. is checked, the period
                              selected under this (1) (to the extent such period
                              refers to the Plan Year) will be determined as if
                              the Plan Year were the period designated under
                              Part 3, #11.b. See Section 2.2(c)(3) of the BPD.]

                    [X]  (2)  SPECIAL RULE FOR PARTIAL PERIOD OF PARTICIPATION.
                              If an Employee is an Eligible Participant for only
                              part of the period designated under (1) above,
                              Included Compensation is taken into account for
                              the entire period, including the portion of the
                              period during which the Employee is not an
                              Eligible Participant. [If this selection (2) is
                              not checked, Included Compensation is taken into
                              account only for the portion of the period during
                              which the Employee is an Eligible Participant.]

          [ ]  b.   SPECIAL RULES FOR APPLYING THE PERMITTED DISPARITY METHOD.
                    [Complete this b. only if #21.b. above is also checked.]

                    [ ]  (1)  APPLICATION OF FOUR-STEP FORMULA FOR TOP-HEAVY
                              PLANS. If this (1) is checked, the Four-Step
                              Formula applies instead of the Two-Step Formula
                              for any Plan Year in which the Plan is a Top-Heavy
                              Plan. [This (1) may only be checked if #21.b.(1)
                              above is also checked.]

                    [ ]  (2)  EXCESS COMPENSATION UNDER THE PERMITTED DISPARITY
                              METHOD is the amount of Included Compensation that
                              exceeds: [If this selection (2) is not checked,
                              Excess Compensation under the Permitted Disparity
                              Method is the amount of Included Compensation that
                              exceeds the Taxable Wage Base.]

                              [ ]  (a)  ___% (may not exceed 100%) of the
                                        Taxable Wage Base.

                                        [ ]  1.   The amount determined under
                                                  (a) is not rounded.

                                        [ ]  2.   The amount determined under
                                                  (a) is rounded (but not above
                                                  the Taxable Wage Base) to the
                                                  next higher:

                                                  [ ]  a.   $1.

                                                  [ ]  b.   $100.

                                                  [ ]  c.   $1,000.

                              [ ]  (b)  ________________________________________
                                        (may not exceed the Taxable Wage Base).

                              [NOTE: The maximum integration percentage of 5.7%
                              must be reduced to (i) 5.4% if Excess Compensation
                              is based on an amount that is greater than 80% but
                              less than 100% of the Taxable Wage Base or (ii)
                              4.3% if Excess Compensation is based on an amount
                              that is greater than 20% but less than or equal to
                              80% of the Taxable Wage Base. See Section
                              2.2(b)(2) of the BPD.]


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     24.  ALLOCATION CONDITIONS. An Eligible Participant must satisfy
          the following allocation conditions for an Employer Nonelective
          Contribution: [Check a. or b. or any combination of c. - e. Selection
          e. may not be checked if b. or d. is checked. Selection f. and/or g.
          may be checked in addition to b. - e.]

          [ ]  a.   NONE.

          [ ]  b.   SAFE HARBOR ALLOCATION CONDITION. An Employee must be
                    employed by the Employer on the last day of the Plan Year OR
                    must have more than ___ (not more than 500) Hours of Service
                    for the Plan Year.

          [ ]  c.   LAST DAY OF EMPLOYMENT CONDITION. An Employee must be
                    employed with the Employer on the last day of the Plan Year.

          [X]  d.   HOURS OF SERVICE CONDITION. An Employee must be credited
                    with at least 1000 Hours of Service (may not exceed 1,000)
                    during the Plan Year.

          [ ]  e.   ELAPSED TIME METHOD. (See Section 2.6(d) of the BPD.)

                    [ ]  (1)  SAFE HARBOR ALLOCATION CONDITION. An Employee must
                              be employed by the Employer on the last day of the
                              Plan Year OR must have more than - (not more than
                              91) consecutive days of employment with the
                              Employer during the Plan Year.

                    [ ]  (2)  SERVICE CONDITION. An Employee must have more than
                              ___ (not more than 182) consecutive days of
                              employment with the Employer during the Plan Year.

                    APPLICATION TO A SPECIFIED PERIOD. In applying the
                    allocation condition(s) designated under b. through e.
                    above, the allocation condition(s) will be based on the
                    period designated under #23.a.(1) above. In applying an
                    Hours of Service condition under d. above, the following
                    method will be used: [This f. should be checked only if a
                    period other than the Plan Year is selected under #23.a.(1)
                    above. Selection (1) or (2) must be selected only if d.
                    above is also checked.]

                    [ ]  (1)  FRACTIONAL METHOD (see Section 2.6(e)(2)(i) of the
                              BPD).

                    [ ]  (2)  PERIOD-BY-PERIOD METHOD (see Section 2.6(e)(2)(ii)
                              of the BPD).

                    [PRACTITIONER NOTE: If this f. is not checked, any
                    allocation condition(s) selected under b. through e. above
                    will apply with respect to the Plan Year, regardless of the
                    period selected under #23.a.(1) above. See Section 2.6(e) of
                    the BPD for procedural rules for applying allocation
                    conditions for a period other than the Plan Year.]

                    The above allocation condition(s) will NOT apply if:

                    [ ]  (1)  the Participant dies during the Plan Year.

                    [ ]  (2) the Participant is Disabled.

                    [ ]  (3)  the Participant, by the end of the Plan Year, has
                              reached:

                              [ ]  (a)  Normal Retirement Age.

                              [ ]  (b)  Early Retirement Age.

                          PART 4D - EMPLOYEE AFTER-TAX CONTRIBUTIONS

                                 (See Section 3.1 of the BPD)

[ ]       CHECK THIS SELECTION TO ALLOW FOR EMPLOYEE AFTER-TAX CONTRIBUTIONS. If
          Employee After-Tax Contributions will not be permitted under the Plan,
          do not check this selection and skip the remainder of this Part 4D.
          [NOTE: The eligibility conditions for making Employee After-Tax
          Contributions are listed in Part 1 of this Agreement under "Section
          401(k) Deferrals."]

[ ]  25.  MAXIMUM. ___% of Included Compensation for:

          [ ]  a.   the entire Plan Year.

          [ ]  b.   the portion of the Plan Year during which the Employee is an
                    Eligible Participant.

          [ ]  c.   each separate payroll period during which the Employee is an
                    Eligible Participant.

          [NOTE: If this #25 is not checked, the only limit on Employee
          After-Tax Contributions is the Annual Additions Limitation under
          Article 7 of the BPD. If Part 3, #11.b. is checked, any period
          selected under this #25 will be determined as if the Plan Year were
          the period designated under Part 3, #11.b. See Section 2.2(c)(3) of
          the BPD.]


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[ ]  26.  MINIMUM. For any payroll period, no less than:

     [ ]  a.   _____% of Included Compensation.

     [ ]  b.   $_____.

                   PART 4E - SAFE HARBOR 401(K) PLAN ELECTION

                          (See Section 17.6 of the BPD)

     CHECK THIS SELECTION AND COMPLETE THIS PART 4E IF THE PLAN IS DESIGNED TO
     BE A SAFE HARBOR 401(K) PLAN.

     SAFE HARBOR MATCHING CONTRIBUTION: The Employer will make an Employer
     Matching Contribution with respect to an Eligible Participant's Section
     401(k) Deferrals and/or Employee After-Tax Contributions ("applicable
     contributions") under the following formula: [Complete selection a. or b.
     In addition, complete selection c. Selection d. may be checked in addition
     to a. or b. and c.]

     [ ]  a.   BASIC FORMULA: 100% of applicable contributions up to the first
               3% of Included Compensation, plus 50% of applicable contributions
               up to the next 2% of Included Compensation.

     [ ]  b.   ENHANCED FORMULA:

          [ ]  (1)  _____% (not less than 100%) of applicable contributions up
                    to _____% of Included Compensation (not less than 4% and not
                    more than 6%).

          [ ]  (2)  The sum of: [THE CONTRIBUTIONS UNDER THIS (2) MUST NOT BE
                    LESS THAN THE CONTRIBUTIONS THAT WOULD BE CALCULATED UNDER
                    A. AT EACH LEVEL OF APPLICABLE CONTRIBUTIONS.]

                    [ ]  (a)  _____% of applicable contributions up to the first

                         (b) _____% of Included Compensation, plus [ ]

                         (c) _____% of applicable contributions up to the next

                         (d) _____% of Included Compensation.

                    [NOTE: The percentage in (c) may not be greater than the
                    percentage in (a). In addition, the sum of the percentages
                    in (b) and (d) may not exceed 6%.]

          c.   APPLICABLE CONTRIBUTIONS TAKEN INTO ACCOUNT: (See Section
               17.6(a)(1)(i) of the BPD.) The Safe Harbor Matching Contribution
               formula elected in a. or b. above (and any limitations on the
               amount of a Participant's applicable contributions considered
               under such formula(s)) are applied separately for each:

               [ ]  (1)  Plan Year.          [ ]  (2)  Plan Year quarter.

               [ ]  (3)  calendar month.     [ ]  (4)  payroll period.

               [NOTE: If Part 3, #11.b. is checked, any period selected under
               this #25 will be determined as if the Plan Year were the period
               designated under Part 3, #11.b. See Section 2.2(c)(3) of the
               BPD.]

          d.   DEFINITION OF APPLICABLE CONTRIBUTIONS. Check this d. if the Plan
               permits Employee After-Tax Contributions but the Safe Harbor
               Matching Contribution formula selected under a. or b. above does
               not apply to such Employee After-Tax Contributions.

[ ]  28.  SAFE HARBOR NONELECTIVE CONTRIBUTION: _____% (no less than 3%) of
          Included Compensation.

     [ ]  a.   Check this selection if the Employer will make this Safe Harbor
               Nonelective Contribution pursuant to a supplemental notice as
               described in Section 17.6(a)(1)(ii) of the BPD. If this a. is
               checked, the Safe Harbor Nonelective Contribution will be
               required only for a Plan Year for which the appropriate
               supplemental notice is provided. For any Plan Year in which the
               supplemental notice is not provided, the Plan is not a Safe
               Harbor 401(k) Plan.

          b.   Check this selection to provide the Employer with the discretion
               to increase the above percentage to a higher percentage.

          c.   Check this selection if the Safe Harbor Nonelective Contribution
               will be made under another plan maintained by the Employer and
               identify the plan:

     [ ]  d.   Check this d. if the Safe Harbor Nonelective Contribution offsets
               the allocation that would otherwise be made to the Participant
               under Part 4C, #21 above. If the Permitted Disparity Method is
               elected under Part 4C, #21.b., this offset applies only to the
               second step of the Two-Step Formula or the fourth step of the
               Four-Step Formula, as applicable.


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[ ]  29.  SPECIAL RULE FOR PARTIAL PERIOD OF PARTICIPATION. If an Employee is an
          Eligible Participant for only part of a Plan Year, Included
          Compensation is taken into account for the entire Plan Year, including
          the portion of the Plan Year during which the Employee is not an
          Eligible Participant. [If this #29 is not checked, Included
          Compensation is taken into account only for the portion of the Plan
          Year in which the Employee is an Eligible Participant.]

     30.  ELIGIBLE PARTICIPANT. For purposes of the Safe Harbor Contributions
          elected above, "Eligible Participant" means: [Check a., b. or c.
          Selection d. may be checked in addition to a., b. or c.]

     [ ]  a.   All Eligible Participants (as determined for Section 401(k)
               Deferrals).

     [ ]  b.   All Nonhighly Compensated Employees who are Eligible Participants
               (as determined for Section 401(k) Deferrals).

     [ ]  c.   All Nonhighly Compensated Employees who are Eligible Participants
               (as determined for Section 401(k) Deferrals) and all Highly
               Compensated Employees who are Eligible Participants (as
               determined for Section 401(k) Deferrals) but who are not Key
               Employees.

     [ ]  d.   Check this d. if the selection under a., b. or c., as applicable,
               applies only to Employees who would be Eligible Participants for
               any portion of the Plan Year if the eligibility conditions
               selected for Section 401(k) Deferrals in Part 1, #5 of this
               Agreement were one Year of Service and age 21. (See Section
               17.6(a)(1) of the BPD.)

                     PART 4F - SPECIAL 401(K) PLAN ELECTIONS
                           (See Article 17 of the BPD)

     31.  ADP/ACP TESTING METHOD. In performing the ADP and ACP tests, the
          Employer will use the following method: (See Sections 17.2 and 17.3 of
          the BPD for an explanation of the ADP/ACP testing methods.)

          [ ]  a.   Prior Year Testing Method.

          [X]  b.   Current Year Testing Method.

          [PRACTITIONER NOTE: If this Plan is intended to be a Safe-Harbor
          401(k) Plan under Part 4E above, the Current Year Testing Method MUST
          be elected under b. See Section 17.6 of the BPD.]

[ ]  32.  FIRST PLAN YEAR FOR SECTION 401(K) DEFERRALS. (See Section 17.2(b) of
          the BPD.) Check this selection if this Agreement covers the first Plan
          Year that the Plan permits Section 401(k) Deferrals. The ADP for the
          Nonhighly Compensated Employee Group for such first Plan Year is
          determined under the following method:

          [ ]  a.   the Prior Year Testing Method, assuming a 3% deferral
                    percentage for the Nonhighly Compensated Employee Group.

               b.   the Current Year Testing Method using the actual deferral
                    percentages of the Nonhighly Compensated Employee Group.

[ ]  33.  FIRST PLAN YEAR FOR EMPLOYER MATCHING CONTRIBUTIONS OR EMPLOYEE
          AFTER-TAX CONTRIBUTIONS. (See Section 17.3(b) of the BPD.) Check this
          selection if this Agreement covers the first Plan Year that the Plan
          includes either an Employer Matching Contribution formula or permits
          Employee After-Tax Contributions. The ACP for the Nonhighly
          Compensated Employee Group for such first Plan Year is determined
          under the following method:

          [ ]  a.   the Prior Year Testing Method, assuming a 3% contribution
                    percentage for the Nonhighly Compensated Employee Group.

          [ ]  b.   the Current Year Testing Method using the actual
                    contribution percentages of the Nonhighly Compensated
                    Employee Group.

                            PART 5 - RETIREMENT AGES
                   (See Sections 22.57 and 22.126 of the BPD)

     34.  NORMAL RETIREMENT AGE:

     [X]  a.   Age 65 (not to exceed 65).

     [ ]  b.   The later of (1) age _____ (not to exceed 65) or (2) the _____
               (not to exceed 5th) anniversary of the date the Employee
               commenced participation in the Plan.

     [ ]  c.   ________________(may not be later than the maximum age permitted
               under b.)

     35.  EARLY RETIREMENT AGE: [Check a. or check b. and/or c.]


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     [ ]  a.   Not applicable.

     [X]  b.   Age 60 .

     [X]  c.   Completion of 6 Years of Service, determined as follows:

               [ ]  (1)  Same as for eligibility.

               [X]  (2)  Same as for vesting.

                             PART 6 - VESTING RULES
                           (See Article 4 of the BPD)

[ ]  COMPLETE THIS PART 6 ONLY IF THE EMPLOYER HAS ELECTED TO MAKE EMPLOYER
     MATCHING CONTRIBUTIONS UNDER PART 4B OR EMPLOYER NONELECTIVE CONTRIBUTIONS
     UNDER PART 4C. SECTION 401(K) DEFERRALS, EMPLOYEE AFTER-TAX CONTRIBUTIONS,
     QMACS, QNECS, SAFE HARBOR CONTRIBUTIONS, AND ROLLOVER CONTRIBUTIONS ARE
     ALWAYS 100% VESTED. (SEE SECTION 4.2 OF THE BPD FOR THE DEFINITIONS OF THE
     VARIOUS VESTING SCHEDULES.)

     36.  NORMAL VESTING SCHEDULE: [Check one of a. - f. for those contributions
          the Employer elects to make under Part 4 of this Agreement.]

<TABLE>
<CAPTION>
                  (1)         (2)
               EMPLOYER     EMPLOYER
                 MATCH    NONELECTIVE
               --------   -----------
<S>            <C>        <C>           <C>
          a.      [ ]         [ ]       Full and immediate vesting.

          b.      [ ]         [ ]       7-year graded vesting schedule.

          c.      [ ]         [ ]       6-year graded vesting schedule.

          d.      [ ]         [ ]       5-year cliff vesting schedule.

          e.      [ ]         [ ]       3-year cliff vesting schedule.

          f.      [ ]         [X]       Modified vesting schedule:
</TABLE>

                                        (1)   0% after 1 Year of Service

                                        (2)  20% after 2 Years of Service

                                        (3)  40% after 3 Years of Service

                                        (4)  60% after 4 Years of Service

                                        (5)  100% after 5 Years of Service

                                        (6)  _____% after 6 Years of Service,
                                             and

                                        (7)  100% after 7 Years of Service.

                                        [NOTE: The percentages selected under
                                        the modified vesting schedule must not
                                        be less than the percentages that would
                                        be required under the 7-year graded
                                        vesting schedule, unless 100% vesting
                                        occurs after no more than 5 Years of
                                        Service.]

     37.  VESTING SCHEDULE WHEN PLAN IS TOP-HEAVY: [Check one of a. - d. for
          those contributions the Employer elects to make under Part 4 of this
          Agreement.]

<TABLE>
<CAPTION>
                  (1)         (2)
               EMPLOYER     EMPLOYER
                MATCH     NONELECTIVE
               --------   -----------
<S>            <C>        <C>           <C>
          a.      [ ]         [ ]       Full and immediate vesting.

          b.      [ ]         [ ]       6-year graded vesting schedule.

          c.      [ ]         [ ]       3-year cliff vesting schedule.

          d.      [ ]         [X]       Modified vesting schedule:
</TABLE>

                                        (1)   0% after 1 Year of Service

                                        (2)  20% after 2 Years of Service

                                        (3)  40% after 3 Years of Service

                                        (4)  60% after 4 Years of Service

                                        (5)  100% after 5 Years of Service, and

                                        (6)  100% after 6 Years of Service.


(C) Copyright 2002                     15

<PAGE>

               [NOTE: The percentages selected under the modified vesting
               schedule must not be less than the percentages that would be
               required under the 6-year graded vesting schedule, unless 100%
               vesting occurs after no more than 3 Years of Service.]

[ ]  38.  SERVICE EXCLUDED UNDER THE ABOVE VESTING SCHEDULE(S):

          [ ]  a.   Service before the original Effective Date of this Plan.
                    (See Section 4.5(b)(1) of the BPD for rules that require
                    service under a Predecessor Plan to be counted.)

          [ ]  b.   Years of Service completed before the Employee's _ birthday
                    (cannot exceed the 18th birthday).

[X]  39.  SPECIAL 100% VESTING. An Employee's vesting percentage increases to
          100% if, while employed with the Employer, the Employee:

          [X]  a.   dies.

          [X]  b.   becomes Disabled (as defined in Section 22.53 of the BPD).

          [ ]  c.   reaches Early Retirement Age (as defined in Part 5, #35
                    above).

[X]  40.  SPECIAL VESTING PROVISIONS: Any previously contributed Employer
          Matching Contributions will vest according to the schedule defined for
          Employer Non Elective Contributions

          [NOTE: Any special vesting provision designated in #40 must satisfy
          the requirements of Code Section 411(a) and must satisfy the
          nondiscrimination requirements under Section 1.401(a)(4) of the
          regulations.]

                    PART 7 - SPECIAL SERVICE CREDITING RULES
                           (See Article 6 of the BPD)

IF NO MINIMUM SERVICE REQUIREMENT APPLIES UNDER PART 1, #5 OF THIS AGREEMENT AND
ALL CONTRIBUTIONS ARE 100% VESTED UNDER PART 6, SKIP THIS PART 7.

-    YEAR OF SERVICE - ELIGIBILITY. 1,000 Hours of Service during an Eligibility
     Computation Period. Hours of Service are calculated using the Actual Hours
     Crediting Method. [To modify, complete #41 below.]

-    ELIGIBILITY COMPUTATION PERIOD. If one Year of Service is required for
     eligibility, the Shift-to-Plan-Year Method is used. If two Years of Service
     are required for eligibility, the Anniversary Year Method is used. [To
     modify, complete #42 below.]

-    YEAR OF SERVICE - VESTING. 1,000 Hours of Service during a Vesting
     Computation Period. Hours of Service are calculated using the Actual Hours
     Crediting Method. [To modify, complete #43 below.]

-    VESTING COMPUTATION PERIOD. The Plan Year. [To modify, complete #44 below.]

-    BREAK IN SERVICE RULES. The Rule of Parity Break in Service rule applies
     for both eligibility and vesting but the one-year holdout Break in Service
     rule is NOT used for eligibility or vesting. [To modify, complete #45
     below.]

[ ]  41.  ALTERNATIVE DEFINITION OF YEAR OF SERVICE FOR ELIGIBILITY.

          [ ]  a.   A Year of Service is _ Hours of Service (may not exceed
                    1,000) during an Eligibility Computation Period.

          [ ]  b.   Use the Equivalency Method (as defined in Section 6.5(a) of
                    the BPD) to count Hours of Service. If this b. is checked,
                    each Employee will be credited with 190 Hours of Service for
                    each calendar month for which the Employee completes at
                    least one Hour of Service, unless a different Equivalency
                    Method is selected under #46 below. The Equivalency Method
                    applies to:

                    [ ]  (1)  All Employees.

                    [ ]  (2)  Employees who are not paid on an hourly basis. For
                              hourly Employees, the Actual Hours Method will be
                              used.

          [ ]  c.   Use the Elapsed Time Method instead of counting Hours of
                    Service. (See Section 6.5(b) of the BPD.)

[ ]  42.  ALTERNATIVE METHOD FOR DETERMINING ELIGIBILITY COMPUTATION PERIODS.
          (See Section 1.4(c) of the BPD.)

          [ ]  a.   ONE YEAR OF SERVICE ELIGIBILITY. Eligibility Computation
                    Periods are determined using the Anniversary Year Method
                    instead of the Shift-to-Plan-Year Method.

          [ ]  b.   TWO YEARS OF SERVICE ELIGIBILITY. Eligibility Computation
                    Periods are determined using the Shift-to-Plan-Year Method
                    instead of the Anniversary Year Method.

(c)


Copyright 2002                         16

<PAGE>

[ ]  43.  ALTERNATIVE DEFINITION OF YEAR OF SERVICE FOR VESTING.

          [ ]  a.   A Year of Service is Hours of Service (may not exceed
                    1,000) during a Vesting Computation Period.

          [ ]  b.   Use the Equivalency Method (as defined in Section 6.5(a) of
                    the BPD) to count Hours of Service. If this b. is checked,
                    each Employee will be credited with 190 Hours of Service for
                    each calendar month for which the Employee completes at
                    least one Hour of Service, unless a different Equivalency
                    Method is selected under #46 below. The Equivalency Method
                    applies to:

                    [ ]  (1)  All Employees.

                    [ ]  (2)  Employees who are not paid on an hourly basis. For
                              hourly  Employees, the Actual Hours Method will be
                              used.

          [ ]  c.   Use the Elapsed Time Method instead of counting Hours of
                    Service. (See Section 6.5(b) of the BPD.)

[ ]  44.  ALTERNATIVE METHOD FOR DETERMINING VESTING COMPUTATION PERIODS.
          Instead of Plan Years, use:

          [ ]  a.   Anniversary Years. (See Section 4.4 of the BPD.)

          [ ]  b.   (Describe Vesting Computation Period):

[PRACTITIONER NOTE: Any Vesting Computation Period described in b. must be a
12-consecutive month period and must apply uniformly to all Participants.]

[ ]  45.  BREAK IN SERVICE RULES.

          [ ]  a.   The RULE OF PARITY BREAK IN SERVICE RULE does not apply for
                    purposes of determining eligibility or vesting under the
                    Plan. [If this selection a. is not checked, the Rule of
                    Parity Break in Service Rule applies for purposes of
                    eligibility and vesting. (See Sections 1.6 and 4.6 of the
                    BPD.)]

               b.   ONE-YEAR HOLDOUT BREAK IN SERVICE RULE.

                    [ ]  (1)  Applies to determine eligibility for:
                              [Check one or both.]

          [ ]  (a)  Employer Contributions (other than Section 401(k)
                    Deferrals).

          [ ]  (b)  Section 401(k) Deferrals. (See Section 1.6(c) of the BPD.)

                    [ ]  (2)  Applies to determine vesting. (See Section 4.6(a)
                              of the BPD.)

[ ]  46.  SPECIAL RULES FOR APPLYING EQUIVALENCY METHOD. [This #46 may only be
          checked if #41.b. and/or #43.b. is checked above.]

          [ ]  a.   ALTERNATIVE METHOD. Instead of applying the Equivalency
                    Method on the basis of months worked, the following method
                    will apply. (See Section 6.5(a) of the BPD.)

                    [ ]  (1)  DAILY METHOD. Each Employee will be credited with
                              10 Hours of Service for each day worked.

                    [ ]  (2)  WEEKLY METHOD. Each Employee will be credited with
                              45 Hours of Service for each week worked.

                    [ ]  (3)  SEMI-MONTHLY METHOD. Each Employee will be
                              credited with 95 Hours of Service for each
                              semi-monthly payroll period worked.

          [ ]  b.   APPLICATION OF SPECIAL RULES. The alternative method elected
                    in a. applies for purposes of: [Check (1) and/or (2).]

                    [ ]  (1)  Eligibility. [Check this (1) only if #41.b. is
                              checked above.]

                    [ ]  (2)  Vesting. [Check this (2) only if #43.b. is
                              checked above.]

(c)


Copyright 2002                         17

<PAGE>

                       PART 8 - ALLOCATION OF FORFEITURES
                           (See Article 5 of the BPD)

[ ]  CHECK THIS SELECTION IF ALL CONTRIBUTIONS UNDER THE PLAN ARE 100% VESTED
     AND SKIP THIS PART 8. (SEE SECTION 5.5 OF THE BPD FOR THE DEFAULT
     FORFEITURE RULES IF NO FORFEITURE ALLOCATION METHOD IS SELECTED UNDER THIS
     PART 8.)

     47.  TIMING OF FORFEITURE ALLOCATIONS:

<TABLE>
<CAPTION>
                  (1)          (2)
               EMPLOYER     EMPLOYER
                 MATCH    NONELECTIVE
               --------   -----------
<S>            <C>        <C>
          a.      [ ]         [X]       In the same Plan Year in which the
                                        forfeitures occur.

          b.      [ ]         [ ]       In the Plan Year following the Plan Year
                                        in which the forfeitures occur.
</TABLE>

     48.  METHOD OF ALLOCATING FORFEITURES: (See the operating rules in Section
          5.5 of the BPD.)

<TABLE>
<CAPTION>
                  (1)          (2)
               EMPLOYER     EMPLOYER
                 MATCH    NONELECTIVE
               --------   -----------
<S>            <C>        <C>

          a.      [ ]         [X]       Reallocate as additional Employer
                                        Nonelective Contributions using the
                                        allocation method specified in Part 4C,
                                        #21 of this Agreement. If no allocation
                                        method is specified, use the Pro Rata
                                        Allocation Method under Part 4C, #21.a.
                                        of this Agreement.

          b.      [ ]         [ ]       Reallocate as additional Employer
                                        Matching Contributions using the
                                        discretionary allocation method in Part
                                        4B, #16.b. of this Agreement.

          c.      [ ]         [ ]     Reduce the: [Check one or both.]
</TABLE>

          [ ]  (a)  Employer Matching Contributions

          [ ]  (b)  Employer Nonelective Contributions

                    the Employer would otherwise make for the Plan Year in which
                    the forfeitures are allocated. [NOTE: If both (a) and (b)
                    are checked, the Employer may adjust its contribution
                    deposits in any manner, provided the total Employer Matching
                    Contributions and Employer Nonelective Contributions (as
                    applicable) properly take into account the forfeitures used
                    to reduce such contributions for that Plan Year.]

[ ]  49.  PAYMENT OF PLAN EXPENSES. Forfeitures are first used to pay Plan
          expenses for the Plan Year in which the forfeitures are to be
          allocated. (See Section 5.5(c) of the BPD.) Any remaining forfeitures
          are allocated as provided in #48 above.

[X]  50.  MODIFICATION OF CASH-OUT RULES. The Cash-Out Distribution rules are
          modified in accordance with Sections 5.3(a)(1)(i)(C) and
          5.3(a)(1)(ii)(C) of the BPD to allow for an immediate forfeiture,
          regardless of any additional allocations during the Plan Year.

             PART 9 - DISTRIBUTIONS AFTER TERMINATION OF EMPLOYMENT
                          (See Section 8.3 of the BPD)

[ ]  THE ELECTIONS IN THIS PART 9 ARE SUBJECT TO THE OPERATING RULES IN
     ARTICLES 8 AND 9 OF THE BPD.

     51.  VESTED ACCOUNT BALANCES IN EXCESS OF $5,000. Distribution is first
          available as soon as administratively feasible following:

          [X]  a.   the Participant's employment termination date.

          [ ]  b.   the end of the Plan Year that contains the Participant's
                    employment termination date.

          [ ]  c.   the first Valuation Date following the Participant's
                    termination of employment.

          [ ]  d.   the Participant's Normal Retirement Age (or Early Retirement
                    Age, if applicable) or, if later, the Participant's
                    employment termination date.

          [ ]  e.   (Describe distribution event)

                    [PRACTITIONER NOTE: Any distribution event described in e.
                    will apply uniformly to all Participants under the Plan.]

(c)


Copyright 2002                         18

<PAGE>

     52.  APHIC OMVESTED ACCOUNT BALANCES OF $5,000 OR LESS. Distribution will
          be made in a LUMP SUM as soon as administratively feasible following:

          [X]  a.   the Participant's employment termination date.

          [ ]  b.   the end of the Plan Year that contains the Participant's
                    employment termination date.

          [ ]  c.   the first Valuation Date following the Participant's
                    termination of employment.

          [ ]  d.   (Describe distribution event):

                    [PRACTITIONER NOTE: Any distribution event described in d.
                    will apply uniformly to all Participants under the Plan.]

[X]  53.  DISABLED PARTICIPANT. A Disabled Participant (as defined in Section
          22.53 of the BPD) may request a distribution (if earlier than
          otherwise permitted under #51 or #52 (as applicable)) as soon as
          administratively feasible following:

          [X]  a.   the date the Participant becomes Disabled.

          [ ]  b.   the end of the Plan Year in which the Participant becomes
                    Disabled.

          [ ]  c.   (Describe distribution event):

                    [PRACTITIONER NOTE: Any distribution event described in c.
                    will apply uniformly to all Participants under the Plan.]

[ ]  54.  HARDSHIP WITHDRAWALS FOLLOWING TERMINATION OF EMPLOYMENT. A terminated
          Participant may request a Hardship withdrawal (as defined in Section
          8.6 of the BPD) before the date selected in #51 or #52 above, as
          applicable.

[ ]  55.  SPECIAL OPERATING RULES.

          [ ]  a.   MODIFICATION OF PARTICIPANT CONSENT REQUIREMENT. A
                    Participant must consent to a distribution from the Plan,
                    even if the Participant's vested Account Balance does not
                    exceed $5,000. See Section 8.3(b) of the BPD. [NOTE: If this
                    a. is not checked, the involuntary distribution rules under
                    Section 8.3(b) of the BPD apply.]

          [ ]  b.   DISTRIBUTION UPON ATTAINMENT OF NORMAL RETIREMENT AGE (OR
                    AGE 62, IF LATER). A distribution from the Plan will be made
                    without a Participant's consent if such Participant has
                    terminated employment and has attained Normal Retirement Age
                    (or age 62, if later). See Section 8.7 of the BPD.

(c)


Copyright 2002                         19

<PAGE>

                       PART 10 - IN-SERVICE DISTRIBUTIONS

                          (See Section 8.5 of the BPD)

[ ]  THE ELECTIONS IN THIS PART 10 ARE SUBJECT TO THE OPERATING RULES IN
     ARTICLES 8 AND 9 OF THE BPD.

56.  PERMITTED IN-SERVICE DISTRIBUTION EVENTS: [Elections under the Section
     401(k) Deferrals column also apply to any QNECs, QMACs, and Safe Harbor
     Contributions unless otherwise specified in #57.d. below.]

<TABLE>
<CAPTION>
             (1)
           Section       (2)         (3)
            401(K)    EMPLOYER     EMPLOYER
          DEFERRALS     MATCH    NONELECTIVE
          ---------   --------   -----------
<S>       <C>         <C>        <C>           <C>
     a.      [ ]         [ ]         [ ]       In-service distributions are not
                                               available.

     b.      [X]         [ ]         [X]       After age 59 1/2 . [If earlier
                                               than age 59 1/2 age is deemed to
                                               be age 59 1/2 for Section 401(k)
                                               Deferrals if the selection is
                                               checked under that column.]

     c.      [X]         [ ]         [ ]       A safe harbor Hardship described
                                               in Section 8.6(a) of the BPD.
                                               [Note: Not applicable to QNECs,
                                               QMACs and Safe Harbor
                                               Contributions.]

     d.      N/A         [ ]         [ ]       A Hardship described in Section
                                               8.6(b) of the BPD.

     e.      N/A         [ ]         [ ]       After the Participant has
                                               participated in the Plan for at
                                               least _______ years (cannot be
                                               less than 5 years).

     f.      N/A         [ ]         [ ]       At any time with respect to the
                                               portion of the vested Account
                                               Balance derived from
                                               contributions accumulated in the
                                               Plan for at least 2 years. Upon a
                                               Participant becoming Disabled (as
                                               defined in Section 22.53).

     g.      [X]         [ ]         [X]

     h.      [ ]         [ ]         [ ]       Attainment of Normal Retirement
                                               Age. [If earlier than age 59 1/2,
                                               age is deemed to be 59 1/2 for
                                               Section 401(k) Deferrals if the
                                               selection is checked under that
                                               column.]

     i.      N/A         [ ]         [ ]       Attainment of Early Retirement
                                               Age.
</TABLE>

57.  LIMITATIONS THAT APPLY TO IN-SERVICE DISTRIBUTIONS:

     [ ]  a. Available only if the Account which is subject to withdrawal is
          100% vested. (See Section 4.8 of the BPD for special vesting rules if
          NOT checked.)

     [ ]  b. No more than ____ in-service distribution(s) in a Plan Year.

     [ ]  c. The minimum amount of any in-service distribution will be $ _____
          (may not exceed $1,000).

     [X]  d. (Describe limitations on in-service distributions) Employer
          Matching Contributions available for distributions at age 59 1/2 and
          Disability.

     [PRACTITIONER NOTE: Any limitations described in d. will apply uniformly to
     all Participants under the Plan.]


(c) Copyright 2002                     20

<PAGE>

                         PART 11 - DISTRIBUTION OPTIONS

                          (See Section 8.1 of the BPD)

58.  OPTIONAL FORMS OF PAYMENT AVAILABLE UPON TERMINATION OF EMPLOYMENT:

     [X]  a. Lump sum distribution of entire vested Account Balance.

     [ ]  b. Single sum distribution of a portion of vested Account Balance.

     [X]  c. Installments for a specified term.

     [ ]  d. Installments for required minimum distributions only.

     [ ]  e. Annuity payments (see Section 8.1 of the BPD).

     [ ]  f. (Describe optional forms or limitations on available forms)

     [PRACTITIONER NOTE: Unless specified otherwise in f., a Participant may
     receive a distribution in any combination of the forms of payment selected
     in a. - f. Any optional forms or limitations described in f. will apply
     uniformly to all Participants under the Plan.]

59.  APPLICATION OF THE QUALIFIED JOINT AND SURVIVOR ANNUITY (QJSA) AND
     QUALIFIED PRERETIREMENT SURVIVOR ANNUITY (QPSA) PROVISIONS: (See Article 9
     of the BPD.)

     [X]  a.   DO NOT APPLY. [NOTE: The QJSA and QPSA provisions automatically
               apply to any assets of the Plan that were received as a transfer
               from another plan that was subject to the QJSA and QPSA rules. If
               this a. is checked, the QJSA and QPSA rules generally will apply
               only with respect to transferred assets or if distribution is
               made in the form of life annuity. See Section 9.1(b) of the BPD.]

          b.   APPLY, with the following modifications: [Check this b. to have
               all assets under the Plan be subject to the QJSA and QPSA
               requirements. See Section 9.1(a) of the BPD.]

               [ ]  (1)  NO MODIFICATIONS.

               [ ]  (2)  MODIFIED QJSA BENEFIT. Instead of a 50% survivor
                         benefit, the normal form of the QJSA provides the
                         following survivor benefit to the spouse:

[ ] (a) 100%. [ ] (b) 75%.

[ ] (c) 66 2/3%.

               [ ]  (3)  MODIFIED QPSA BENEFIT. Instead of a 50% QPSA benefit,
                         the QPSA benefit is 100% of the Participant's vested
                         Account Balance.

     [ ]  c.   ONE-YEAR MARRIAGE RULE. The one-year marriage rule under Sections
               8.4(c)(4) and 9.3 of the BPD applies. Under this rule, a
               Participant's spouse will not be treated as a surviving spouse
               unless the Participant and spouse were married for at least one
               year at the time of the Participant's death.


(c) Copyright 2002                     21

<PAGE>

                       PART 12 - ADMINISTRATIVE ELECTIONS

[ ]  USE THIS PART 12 TO IDENTIFY ADMINISTRATIVE ELECTIONS AUTHORIZED BY THE
     BPD. THESE ELECTIONS MAY BE CHANGED WITHOUT REEXECUTING THIS AGREEMENT BY
     SUBSTITUTING A REPLACEMENT OF THIS PAGE WITH NEW ELECTIONS. TO THE EXTENT
     THIS PART 12 IS NOT COMPLETED, THE DEFAULT PROVISIONS IN THE BPD APPLY.

60.  Are PARTICIPANT LOANS permitted? (See Article 14 of the BPD.)

     [X] a. No

     [ ] b. Yes

          [ ]  (1) Use the default loan procedures under Article 14 of the BPD.

          [ ]  (2) Use a separate written loan policy to modify the default
                   loan procedures under Article 14 of the BPD.

61.  Are Participants permitted to DIRECT INVESTMENTS? (See Section 13.5(c) of
     the BPD.)

     [ ] a. No

     [X] b. Yes

          [X]  (1)  Specify Accounts: All Accounts

          [X]  (2)  Check this selection if the Plan is intended to comply with
                    ERISA Section 404(C). (See Section 13.5(c)(2) of the BPD.)

62.  Is any portion of the Plan DAILY VALUED? (See Section 13.2(b) of the BPD.)

     [ ]  a. No

     [X]  b. Yes. Specify Accounts and/or investment options: All Accounts

63.  Is any portion of the Plan VALUED PERIODICALLY (other than daily)? (See
     Section 13.2(a) of the BPD.)

     [X] a. No [ ] b. Yes

          [ ]  (1)  Specify Accounts and/or investment options:

          [ ]  (2)  Specify valuation date(s):

          [ ]  (3)  The following special allocation rules apply: [If this (3)
                    is not checked, the Balance Forward Method under Section
                    13.4(a) of the BPD applies.]

                    [ ]  (a)  Weighted average method. (See Section
                              13.4(a)(2)(i) of the BPD.)

                    [ ]  (b)  Adjusted percentage method, taking into account _%
                              of contributions made during the valuation period.
                              (See Section 13.4(a)(2)(ii) of the BPD.)

                    [ ]  (c)  (Describe allocation rules)

                    [PRACTITIONER NOTE: Any allocation rules described in (c)
                    must be in accordance with a definite predetermined formula
                    that is not based on compensation, that satisfies the
                    nondiscrimination requirements of Section 1.401(a)(4) of the
                    regulations, and that is applied uniformly to all
                    Participants.]

64.  Does the Plan accept ROLLOVER CONTRIBUTIONS? (See Section 3.2 of the BPD.)

     [ ] a. No [X] b. Yes

65.  Are LIFE INSURANCE investments permitted? (See Article 15 of the BPD.)

     [X] a. No [ ] b. Yes

66.  Do the DEFAULT QDRO PROCEDURES under Section 11.5 of the BPD apply?

     [ ] a. No [X] b. Yes

67.  Do the DEFAULT CLAIMS PROCEDURES under Section 11.6 of the BPD apply?

     [ ] a. No [X] b. Yes


(c) Copyright 2002                     22

<PAGE>

                        PART 13 - MISCELLANEOUS ELECTIONS

     [ ]  THE FOLLOWING ELECTIONS OVERRIDE CERTAIN DEFAULT PROVISIONS UNDER THE
          BPD AND PROVIDE SPECIAL RULES FOR ADMINISTERING THE PLAN. COMPLETE THE
          FOLLOWING ELECTIONS TO THE EXTENT THEY APPLY TO THE PLAN.

[X]  68.  DETERMINATION OF HIGHLY COMPENSATED EMPLOYEES.

          [X]  a.   The TOP-PAID GROUP TEST applies. [If this selection a. is
                    not checked, the Top-Paid Group Test will NOT apply. See
                    Section 22.99(b)(4) of the BPD.]

          [ ]  b.   The CALENDAR YEAR ELECTION applies. [This selection b. may
                    only be chosen if the Plan Year is NOT the calendar year.
                    See Section 22.99(b)(5) of the BPD.]

[ ]  69.  SPECIAL ELECTIONS FOR APPLYING THE ANNUAL ADDITIONS LIMITATION UNDER
          CODE SECTION 415.

          [ ]  a.   The LIMITATION YEAR is the 12-month period ending. [If this
                    selection a. is not checked, the Limitation Year is the same
                    as the Plan Year.]

          [ ]  b.   Total Compensation includes IMPUTED COMPENSATION for a
                    terminated Participant who is permanently and totally
                    Disabled. (See Section 7.4(g)(3) of the BPD.)

          [ ]  c.   OPERATING RULES. Instead of the default provisions under
                    Article 7 of the BPD, the following rules apply:

[ ]  70.  ELECTION TO USE OLD-LAW REQUIRED BEGINNING DATE. The Old-Law Required
          Beginning Date (as defined in Section 10.3(a)(2) of the BPD) applies
          instead of the Required Beginning Date rules under Section 10.3(a)(1)
          of the BPD.

[X]  71.  SERVICE CREDITED WITH PREDECESSOR EMPLOYERS: (See Section 6.7 of the
          BPD.)

          [X]  a.   (Identify Predecessor Employers) CNS Bank and Bank 10

          [X]  b.   Service is credited with these Predecessor Employers for the
                    following purposes:

               [X]  (1)  The eligibility service requirements elected in Part
                         1 of this Agreement. [X]

                    (2)  The vesting schedule(s) elected in Part 6 of this
                         Agreement. [X]

                    (3)  The allocation requirements elected in Part 4 of this
                         Agreement.

          [X]  c.   The following service will not be recognized: Service with
                    CNS Bank is not recognized for allocation requirements

                    [NOTE: If the Employer is maintaining the Plan of a
                    Predecessor Employer, service with such Predecessor Employer
                    must be counted for all purposes under the Plan. This #71
                    may be completed with respect to such Predecessor Employer
                    indicating all service under selections (1), (2) and (3)
                    will be credited. The failure to complete this #71 where the
                    Employer is maintaining the Plan of a Predecessor Employer
                    will not override the requirement that such predecessor
                    service be credited for all purposes under the Plan. (See
                    Section 6.7 of the BPD.) If the Employer is not maintaining
                    the Plan of a Predecessor Employer, service with such
                    Predecessor Employer will be credited under this Plan ONLY
                    if specifically elected under this #71. If the above
                    crediting rules are to apply diferently to service with
                    diferent Predecessor Employers, attach separately completed
                    elections for this item, using the same format as above but
                    listing only those Predecessor Employers to which the
                    separate attachment relates.]

[ ]  72.  SPECIAL RULES WHERE EMPLOYER MAINTAINS MORE THAN ONE PLAN.

          [ ]  a.   TOP-HEAVY MINIMUM CONTRIBUTION - EMPLOYER MAINTAINS THIS
                    PLAN AND ONE OR MORE DEFINED CONTRIBUTION PLANS. If this
                    Plan is a Top-Heavy Plan, the Employer will provide any
                    required top-heavy minimum contribution under: (See Section
                    16.2(a)(5)(i) of the BPD.)

                    [ ]  (1)  This Plan.

                    [ ]  (2)  The following Defined Contribution Plan maintained
                              by the Employer:

                    [ ]  (3)  Describe method for providing the top-heavy
                              minimum contribution:

          [ ]  b.   TOP-HEAVY MINIMUM BENEFIT - EMPLOYER MAINTAINS THIS PLAN AND
                    ONE OR MORE DEFINED BENEFIT PLANS. If this Plan is a
                    Top-Heavy Plan, the Employer will provide any required
                    top-heavy minimum contribution or benefit under: (See
                    Section 16.2(a)(5)(ii) of the BPD.)

                    [ ]  (1)  This Plan, but the minimum required contribution
                              is increased from 3% to 5% of Total Compensation
                              for the Plan Year.


(c) Copyright 2002                     23

<PAGE>

                    [ ]  (2)  The following Defined Benefit Plan maintained by
                              the Employer:

                    [ ]  (3)  Describe method for providing the top-heavy
                              minimum contribution:

          [ ]  c.   LIMITATION ON ANNUAL ADDITIONS. This c. should be checked
                    only if the Employer maintains another Defined Contribution
                    Plan in which any Participant is a participant, and the
                    Employer will not apply the rules set forth under Section
                    7.2 of the BPD. Instead, the Employer will limit Annual
                    Additions in the following manner:

[ ]  73.  SPECIAL DEFINITION OF DISABLED. In applying the allocation conditions
          under Parts 4B and 4C, the special vesting provisions under Part 6,
          and the distribution provisions under Parts 9 and 10 of this
          Agreement, the following definition of Disabled applies instead of the
          definition under Section 22.53 of the BPD:

[NOTE: Any definition included under this #73 must satisfy the requirements of
Section 1.401(a)(4) of the regulations and must be applied uniformly to all
Participants.]

[ ]  74.  FAIL-SAFE COVERAGE PROVISION. [This selection #74 must be checked to
          apply the Fail-Safe Coverage Provision under Section 2.7 of the BPD.]

          [ ]  a.   The Fail-Safe Coverage Provision described in Section 2.7 of
                    the BPD applies without modification.

          [ ]  b.   The Fail-Safe Coverage Provisions described in Section 2.7
                    of the BPD applies with the following modifications:

                    [ ]  (1)  The special rule for Top-Heavy Plans under Section
                              2.7(a) of the BPD does not apply.

                    [ ]  (2)  The Fail-Safe Coverage Provision is based on
                              Included Compensation as described under Section
                              2.7(d) of the BPD.

[ ]  75.  ELECTION NOT TO PARTICIPATE (SEE SECTION 1.10 OF THE BPD). An Employee
          may make a one-time irrevocable election not to participate under the
          Plan upon inception of the Plan or at any time prior to the time the
          Employee first becomes eligible to participate under any plan
          maintained by the Employer. [NOTE: Use of this provision could result
          in a violation of the minimum coverage rules under Code Section
          410(b).]

[ ]  76.  PROTECTED BENEFITS. If there are any Protected Benefits provided under
          this Plan that are not specifically provided for under this Agreement,
          check this #76 and attach an addendum to this Agreement describing the
          Protected Benefits.


(c) Copyright 2002                     24

<PAGE>

                                 SIGNATURE PAGE

By signing this page, the Employer agrees to adopt (or amend) the Plan which
consists of BPD #02 and the provisions elected in this Agreement. The Employer
agrees that the Prototype Sponsor has no responsibility or liability regarding
the suitability of the Plan for the Employer's needs or the options elected
under this Agreement. It is recommended that the Employer consult with legal
counsel before executing this Agreement.

     77.  NAME AND TITLE OF AUTHORIZED
          REPRESENTATIVE(S):                   SIGNATURE(S):            DATE:
          ----------------------------  --------------------------   -----------


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


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


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

     78.  EFFECTIVE DATE OF THIS AGREEMENT:

          [ ]  a.   NEW PLAN. Check this selection if this is a new Plan.
                    Effective Date of the Plan is:

          [X]  b.   RESTATED PLAN. Check this selection if this is a restatement
                    of an existing plan. Effective Date of the restatement is:
                    July 1, 2006

                    (1)  Designate the plan(s) being amended by this
                         restatement: The Exchange National Bancshares Profit
                         Sharing 401(k) Plan and Bank 10 Profit Sharing Plan and
                         Trust

                    (2)  Designate the original Effective Date of this Plan
                         (optional): November 1, 1951

          [ ]  c.   AMENDMENT BY PAGE SUBSTITUTION. Check this selection if this
                    is an amendment by substitution of certain pages of this
                    Adoption Agreement. [If this c. is checked, complete the
                    remainder of this Signature Page in the same manner as the
                    Signature Page being replaced.]

                    (1)  Identify the page(s) being replaced:

                    (2)  Effective Date(s) of such changes:

          [ ]  d.   SUBSTITUTION OF SPONSOR. Check this selection if a successor
                    to the original plan sponsor is continuing this Plan as a
                    successor sponsor, and substitute page 1 to identify the
                    successor as the Employer.

                    (1)  Effective Date of the amendment is:

[ ]  79.  Check this #79 if any SPECIAL EFFECTIVE DATES apply under Appendix A
          of this Agreement and complete the relevant sections of Appendix A.

     80.  PROTOTYPE SPONSOR INFORMATION. The Prototype Sponsor will inform the
          Employer of any amendments made to the Plan and will notify the
          Employer if it discontinues or abandons the Plan. The Employer may
          direct inquiries regarding the Plan or the effect of the Favorable IRS
          Letter to the Prototype Sponsor or its authorized representative at
          the following location:

          A.   NAME OF PROTOTYPE SPONSOR (OR AUTHORIZED REPRESENTATIVE):
               American Funds Distributors, Inc.

          B.   ADDRESS OF PROTOTYPE SPONSOR (OR AUTHORIZED REPRESENTATIVE):
               135 S. State College Blvd., Brea, CA 92821-5823

          C.   TELEPHONE NUMBER OF PROTOTYPE SPONSOR (OR AUTHORIZED
               REPRESENTATIVE):
               714-257-5510

IMPORTANT INFORMATION ABOUT THIS PROTOTYPE PLAN. A failure to properly complete
the elections in this Agreement or to operate the Plan in accordance with
applicable law may result in disqualification of the Plan. The Employer may rely
on the Favorable IRS Letter issued by the National Office of the Internal
Revenue Service to the Prototype Sponsor as evidence that the Plan is qualified
under Section 401 of the Code, to the extent provided in Announcement 2001-77.
The Employer may not rely on the Favorable IRS Letter in certain circumstances
or with respect to certain qualification requirements, which are specified in
the Favorable IRS Letter issued with respect to the Plan and in Announcement
2001-77. In order to obtain reliance in such circumstances or with respect to
such qualification requirements, the Employer must apply to the office of
Employee Plans Determinations of the Internal Revenue Service for a
determination letter. See Section 22.87 of the BPD. This Plan may only use a
trust document that has been approved by the IRS for use with the Plan as a
qualified trust.


(c) Copyright 2002                     25

<PAGE>

                               TRUSTEE DECLARATION

     By signing this Trustee Declaration, the Trustee agrees to the duties,
     responsibilities and liabilities imposed on the Trustee by the BPD #02 and
     this Agreement.

<TABLE>
     81.  NAME(S) OF TRUSTEE(S):           SIGNATURE(S) OF TRUSTEE(S):   DATE:
<S>                                        <C>                           <C>


     Capital Bank and Trust Company
                                           ---------------------------   -----------------
</TABLE>

     82.  EFFECTIVE DATE OF THIS TRUSTEE DECLARATION: July 1, 2006

     83.  THE TRUSTEE'S INVESTMENT POWERS ARE AS A DIRECTED TRUSTEE ONLY. The
          Trustee may only invest Plan assets as directed by Participants or by
          the Plan Administrator, the Employer, an Investment Manager or other
          Named Fiduciary.

     Upon issuance of a check from the Trust, no additional earnings will accrue
     to the Trust with respect to the uncashed check. Any earnings on an
     uncashed check may accrue to the Trustee.


(c) Copyright 2002                     26

<PAGE>

                           CO-SPONSOR ADOPTION PAGE #1

[X]  CHECK THIS SELECTION AND COMPLETE THE REMAINDER OF THIS PAGE IF A RELATED
     EMPLOYER WILL EXECUTE THIS PLAN AS A CO-SPONSOR. [NOTE: Only a Related
     Employer (as defined in Section 22.164 of the BPD) that executes this
     Co-Sponsor Adoption Page may adopt the Plan as a Co-Sponsor. See Article 21
     of the BPD for rules relating to the adoption of the Plan by a Co-Sponsor.
     If there is more than one Co-Sponsor, each one should execute a separate
     Co-Sponsor Adoption Page. Any reference to the "Employer" in this Agreement
     is also a reference to the Co-Sponsor, unless otherwise noted.]

     84.  NAME OF CO-SPONSOR: Citizens Union State Bank of Clinton

     85.  EMPLOYER IDENTIFICATION NUMBER (EIN) OF THE CO-SPONSOR: 44-0241200

     By signing this page, the Co-Sponsor agrees to adopt (or to continue its
     participation in) the Plan identified on page 1 of this Agreement. The Plan
     consists of the BPD #02 and the provisions elected in this Agreement.

<TABLE>
<CAPTION>
     86.  NAME AND TITLE OF AUTHORIZED
          REPRESENTATIVE(S):                           SIGNATURE(S):   DATE:
<S>                                                    <C>             <C>


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


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


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

     87.  EFFECTIVE DATE OF THIS CO-SPONSOR ADOPTION PAGE: July 1, 2006

          [X]  a.   Check here if this is the initial adoption of a new Plan by
                    the Co-Sponsor.

          [ ]  b.   Check here if this is an amendment or restatement of an
                    existing plan maintained by the Co-Sponsor, which is merging
                    into the Plan being adopted.

                    (1)  Designate the plan(s) being amended by this
                         restatement:

                    (2)  Designate the original Effective Date of the
                         Co-Sponsor's Plan (optional):

[ ]  88.  ALLOCATION OF CONTRIBUTIONS. If this #88 is checked, contributions
          made by the Related Employer signing this Co-Sponsor Adoption Page
          (and any forfeitures relating to such contributions) will be allocated
          only to Participants actually employed by the Related Employer making
          the contribution and Employees of the Related Employer will not share
          in an allocation of contributions (or forfeitures relating to such
          contributions) made by the Employer or any other Related Employer.
          [NOTE: The selection of this #88 may require additional testing of the
          Plan. See Section 21.3 of the BPD.]

[ ]  89.  DESCRIBE ANY SPECIAL EFFECTIVE DATES:


(c) Copyright 2002                    27

<PAGE>

                           CO-SPONSOR ADOPTION PAGE #2

[X]  CHECK THIS SELECTION AND COMPLETE THE REMAINDER OF THIS PAGE IF A RELATED
     EMPLOYER WILL EXECUTE THIS PLAN AS A CO-SPONSOR. [NOTE: Only a Related
     Employer (as defined in Section 22.164 of the BPD) that executes this
     Co-Sponsor Adoption Page may adopt the Plan as a Co-Sponsor. See Article 21
     of the BPD for rules relating to the adoption of the Plan by a Co-Sponsor.
     If there is more than one Co-Sponsor, each one should execute a separate
     Co-Sponsor Adoption Page. Any reference to the "Employer" in this Agreement
     is also a reference to the Co-Sponsor, unless otherwise noted.]

     90.  NAME OF CO-SPONSOR: Osage Valley Bank

     91.  EMPLOYER IDENTIFICATION NUMBER (EIN) OF THE CO-SPONSOR: 44-0378630 By
          signing this page, the Co-Sponsor agrees to adopt (or to continue its
          participation in) the Plan identified on page 1 of this Agreement. The
          Plan consists of the BPD #02 and the provisions elected in this
          Agreement.

<TABLE>
<CAPTION>
     92.  NAME AND TITLE OF AUTHORIZED
          REPRESENTATIVE(S):                           SIGNATURE(S):   DATE:
<S>                                                    <C>             <C>


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


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


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

     93.  EFFECTIVE DATE OF THIS CO-SPONSOR ADOPTION PAGE: July 1, 2006

          [X]  a.   Check here if this is the initial adoption of a new Plan by
                    the Co-Sponsor.

          [ ]  b.   Check here if this is an amendment or restatement of an
                    existing plan maintained by the Co-Sponsor, which is merging
                    into the Plan being adopted.

                    (1)  Designate the plan(s) being amended by this
                         restatement:

                    (2)  Designate the original Effective Date of the
                         Co-Sponsor's Plan (optional):

[ ]  94.  ALLOCATION OF CONTRIBUTIONS. If this #94 is checked, contributions
          made by the Related Employer signing this Co-Sponsor Adoption Page
          (and any forfeitures relating to such contributions) will be allocated
          only to Participants actually employed by the Related Employer making
          the contribution and Employees of the Related Employer will not share
          in an allocation of contributions (or forfeitures relating to such
          contributions) made by the Employer or any other Related Employer.
          [NOTE: The selection of this #94 may require additional testing of the
          Plan. See Section 21.3 of the BPD.]

[ ]  95.  DESCRIBE ANY SPECIAL EFFECTIVE DATES:


(c) Copyright 2002                    28

<PAGE>


                           CO-SPONSOR ADOPTION PAGE #3

     [X]  CHECK THIS SELECTION AND COMPLETE THE REMAINDER OF THIS PAGE IF A
          RELATED EMPLOYER WILL EXECUTE THIS PLAN AS A CO-SPONSOR. [NOTE: Only a
          Related Employer (as defined in Section 22.164 of the BPD) that
          executes this Co-Sponsor Adoption Page may adopt the Plan as a
          Co-Sponsor. See Article 21 of the BPD for rules relating to the
          adoption of the Plan by a Co-Sponsor. If there is more than one
          Co-Sponsor, each one should execute a separate Co-Sponsor Adoption
          Page. Any reference to the "Employer" in this Agreement is also a
          reference to the Co-Sponsor, unless otherwise noted.]

     96.  NAME OF CO-SPONSOR: Exchange National Bank

     97.  EMPLOYER IDENTIFICATION NUMBER (EIN) OF THE CO-SPONSOR: 43-1626351

     By signing this page, the Co-Sponsor agrees to adopt (or to continue its
     participation in) the Plan identified on page 1 of this Agreement. The Plan
     consists of the BPD #02 and the provisions elected in this Agreement.

     98.  NAME AND TITLE OF AUTHORIZED REPRESENTATIVE(S):  SIGNATURE(S):  DATE:

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


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


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

     99.  EFFECTIVE DATE OF THIS CO-SPONSOR ADOPTION PAGE: July 1, 2006

     a.   Check here if this is the initial adoption of a new Plan by the
          Co-Sponsor.

[X]  b.   Check here if this is an amendment or restatement of an existing plan
          maintained by the Co-Sponsor, which is merging into the Plan being
          adopted.

[ ]  (1) Designate the plan(s) being amended by this restatement:

     (2)  Designate the original Effective Date of the Co-Sponsor's Plan
          (optional):

[ ]  100. ALLOCATION OF CONTRIBUTIONS. If this #100 is checked, contributions
          made by the Related Employer signing this Co-Sponsor Adoption Page
          (and any forfeitures relating to such contributions) will be allocated
          only to Participants actually employed by the Related Employer making
          the contribution and Employees of the Related Employer will not share
          in an allocation of contributions (or forfeitures relating to such
          contributions) made by the Employer or any other Related Employer.
          [NOTE: The selection of this #100 may require additional testing of
          the Plan. See Section 21.3 of the BPD.]

[ ]  101. DESCRIBE ANY SPECIAL EFFECTIVE DATES:


                                       29

<PAGE>

                           CO-SPONSOR ADOPTION PAGE #4

     [X]  CHECK THIS SELECTION AND COMPLETE THE REMAINDER OF THIS PAGE IF A
          RELATED EMPLOYER WILL EXECUTE THIS PLAN AS A CO-SPONSOR. [NOTE: Only a
          Related Employer (as defined in Section 22.164 of the BPD) that
          executes this Co-Sponsor Adoption Page may adopt the Plan as a
          Co-Sponsor. See Article 21 of the BPD for rules relating to the
          adoption of the Plan by a Co-Sponsor. If there is more than one
          Co-Sponsor, each one should execute a separate Co-Sponsor Adoption
          Page. Any reference to the "Employer" in this Agreement is also a
          reference to the Co-Sponsor, unless otherwise noted.]

     102. NAME OF CO-SPONSOR: Bank 10

     103. EMPLOYER IDENTIFICATION NUMBER (EIN) OF THE CO-SPONSOR: 44-0161810

     By signing this page, the Co-Sponsor agrees to adopt (or to continue its
     participation in) the Plan identified on page 1 of this Agreement. The Plan
     consists of the BPD #02 and the provisions elected in this Agreement.

     104. NAME AND TITLE OF AUTHORIZED REPRESENTATIVE(S):  SIGNATURE(S):  DATE:

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


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


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

     105. EFFECTIVE DATE OF THIS CO-SPONSOR ADOPTION PAGE: July 1, 2006[ ] a.
          Check here if this is the initial adoption of a new Plan by the
          Co-Sponsor.

     [X]  b. Check here if this is an amendment or restatement of an existing
          plan maintained by the Co-Sponsor, which is merging into the Plan
          being adopted.

     (1)  Designate the plan(s) being amended by this restatement: The Exchange
          National Bancshares Profit Sharing 401(k) Plan and Bank 10 Profit
          Sharing Plan and Trust

     (2)  Designate the original Effective Date of the Co-Sponsor's Plan
          (optional): January 1, 1983

[ ]  106. ALLOCATION OF CONTRIBUTIONS. If this #106 is checked, contributions
          made by the Related Employer signing this Co-Sponsor Adoption Page
          (and any forfeitures relating to such contributions) will be allocated
          only to Participants actually employed by the Related Employer making
          the contribution and Employees of the Related Employer will not share
          in an allocation of contributions (or forfeitures relating to such
          contributions) made by the Employer or any other Related Employer.
          [NOTE: The selection of this #106 may require additional testing of
          the Plan. See Section 21.3 of the BPD.]

[ ]  107. DESCRIBE ANY SPECIAL EFFECTIVE DATES:


                                       30

<PAGE>

                       APPENDIX A - SPECIAL EFECTIVE DATES

A-1  [ ] ELIGIBILITY CONDITIONS. The eligibility conditions specified in Part 1
     of this Agreement are effective:

A-2  [ ] ENTRY DATE. The Entry Date provisions specified in Part 2 of this
     Agreement are effective:

A-3  SECTION 401(K) DEFERRALS. The provisions regarding Section 401(k) Deferrals
     selected under Part 4A of this Agreement are effective:

A-4  MATCHING CONTRIBUTION FORMULA. The Employer Matching Contribution
     formula(s) selected under Part 4B of this Agreement are effective:

A-5  EMPLOYER CONTRIBUTION FORMULA. The Employer Nonelective Contribution
     formula(s) selected under Part 4C of this Agreement are effective:

A-6  ALLOCATION CONDITIONS FOR RECEIVING AN EMPLOYER MATCHING CONTRIBUTION. The
     allocation conditions designated under Part 4B, #19 of this Agreement are
     effective:

A-7  ALLOCATION CONDITIONS FOR RECEIVING AN EMPLOYER NONELECTIVE CONTRIBUTION.
     The allocation conditions designated under Part 4C, #24 of this Agreement
     are effective:

A-8  SAFE HARBOR 401(K) PLAN PROVISIONS. The Safe Harbor 401(k) Plan provisions
     under Part 4E of this Agreement are effective:

A-9  VESTING RULES. The vesting schedules selected under Part 6 of this
     Agreement are effective:

A-10 [ ] SERVICE CREDITING RULES FOR ELIGIBILITY. The service crediting rules
     for determining a Year of Service for eligibility purposes under Section
     1.4 of the BPD and Part 7 of this Agreement are effective:

A-11 [ ] SERVICE CREDITING RULES FOR VESTING. The service crediting rules for
     determining a Year of Service for vesting purposes under Section 4.5 of the
     BPD and Part 7 of this Agreement are effective:

A-12 [ ] FORFEITURE PROVISIONS. The forfeiture provisions selected under Part 8
     of this Agreement are effective:

A-13 [ ] DISTRIBUTION PROVISIONS. The distribution options selected under Part 9
     of the Agreement are effective for distributions occurring after:

A-14 [ ] IN-SERVICE DISTRIBUTION PROVISIONS. The in-service distribution options
     selected under Part 10 of the Agreement are effective for distributions
     occurring after:

A-15 [ ] FORMS OF DISTRIBUTION. The optional forms of distribution selected
     under Part 11 of this Agreement are eligible for distributions occurring
     after:

A-16 [ ] SPECIAL EFFECTIVE DATE PROVISIONS FOR MERGED PLANS. If any qualified
     retirement plans have been merged into this Plan, the provisions of Section
     22.59 apply, except as otherwise provided under this A-16:

A-17 [ ] OTHER SPECIAL EFFECTIVE DATES:


                                       31

<PAGE>

                                     EGTRRA
                                AMENDMENT TO THE

          THE EXCHANGE NATIONAL BANCSHARES PROFIT SHARING 401(K) PLAN

<PAGE>

EGTRRA - SPONSOR

                                    ARTICLE I
                                    PREAMBLE

1.1  Adoption and effective date of amendment. This amendment of the plan is
     adopted to reflect certain provisions of the Economic Growth and Tax Relief
     Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good
     faith compliance with the requirements of EGTRRA and is to be construed in
     accordance with EGTRRA and guidance issued thereunder. Except as otherwise
     provided, this amendment shall be effective as of the first day of the
     first plan year beginning after December 31, 2001.

1.2  Adoption by prototype sponsor. Except as otherwise provided herein,
     pursuant to Section 5.01 of Revenue Procedure 2000-20 (or pursuant to the
     corresponding provision in Revenue Procedure 89-9 or Revenue Procedure
     89-13), the sponsor hereby adopts this amendment on behalf of all adopting
     employers.

1.3  Supersession of inconsistent provisions. This amendment shall supersede the
     provisions of the plan to the extent those provisions are inconsistent with
     the provisions of this amendment.

                                   ARTICLE II
                          ADOPTION AGREEMENT ELECTIONS

     THE QUESTIONS IN THIS ARTICLE II ONLY NEED TO BE COMPLETED IN ORDER TO
     OVERRIDE THE DEFAULT PROVISIONS SET FORTH BELOW. IF ALL OF THE DEFAULT
     PROVISIONS WILL APPLY, THEN THESE QUESTIONS SHOULD BE SKIPPED.

     UNLESS THE EMPLOYER ELECTS OTHERWISE IN THIS ARTICLE II, THE FOLLOWING
     DEFAULTS APPLY:

     1)   THE VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS WILL BE A 6 YEAR
          GRADED SCHEDULE (IF THE PLAN CURRENTLY HAS A GRADED SCHEDULE THAT DOES
          NOT SATISFY EGTRRA) OR A 3 YEAR CLIFF SCHEDULE (IF THE PLAN CURRENTLY
          HAS A CLIFF SCHEDULE THAT DOES NOT SATISFY EGTRRA), AND SUCH SCHEDULE
          WILL APPLY TO ALL MATCHING CONTRIBUTIONS (EVEN THOSE MADE PRIOR TO
          2002).

     2)   ROLLOVERS ARE AUTOMATICALLY EXCLUDED IN DETERMINING WHETHER THE $5,000
          THRESHOLD HAS BEEN EXCEEDED FOR AUTOMATIC CASH-OUTS (IF THE PLAN IS
          NOT SUBJECT TO THE QUALIFIED JOINT AND SURVIVOR ANNUITY RULES AND
          PROVIDES FOR AUTOMATIC CASH-OUTS). THIS IS APPLIED TO ALL PARTICIPANTS
          REGARDLESS OF WHEN THE DISTRIBUTABLE EVENT OCCURRED.

     3)   THE SUSPENSION PERIOD AFTER A HARDSHIP DISTRIBUTION IS MADE WILL BE 6
          MONTHS AND THIS WILL ONLY APPLY TO HARDSHIP DISTRIBUTIONS MADE AFTER
          2001.

     4)   CATCH-UP CONTRIBUTIONS WILL BE ALLOWED.

     5)   FOR TARGET BENEFIT PLANS, THE INCREASED COMPENSATION LIMIT OF $200,000
          WILL BE APPLIED RETROACTIVELY (I.E., TO YEARS PRIOR TO 2002).

2.1  VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS

     If there are matching contributions subject to a vesting schedule that does
     not satisfy EGTRRA, then unless otherwise elected below, for participants
     who complete an hour of service in a plan year beginning after December 31,
     2001, the following vesting schedule will apply to all matching
     contributions subject to a vesting schedule:

     If the plan has a graded vesting schedule (i.e., the vesting schedule
     includes a vested percentage that is more than 0% and less than 100%) the
     following will apply:

<TABLE>
<CAPTION>
Years of vesting service   Nonforfeitable percentage
------------------------   -------------------------
<S>                        <C>
            2                          20%
            3                          40%
            4                          60%
            5                          80%
            6                         100%
</TABLE>

     If the plan does not have a graded vesting schedule, then matching
     contributions will be nonforfeitable upon the completion of 3 years of
     vesting service.

     In lieu of the above vesting schedule, the employer elects the following
     schedule:

     a.   [ ]  3 year cliff (a participant's accrued benefit derived from
               employer matching contributions shall be nonforfeitable upon the
               participant's completion of three years of vesting service).

     b.   [ ]  6 year graded schedule (20% after 2 years of vesting service and
               an additional 20% for each year thereafter).


(c) Copyright 2002                     33

<PAGE>

     c.   [ ]  Other (must be at least as liberal as a. or the b. above):

<TABLE>
<CAPTION>
Years of vesting service   Nonforfeitable percentage
------------------------   -------------------------
<S>                        <C>
            2                        _____%
            3                        _____%
            4                        _____%
            5                        _____%
            6                        _____%
</TABLE>

     The vesting schedule set forth herein shall only apply to participants who
     complete an hour of service in a plan year beginning after December 31,
     2001, and, unless the option below is elected, shall apply to ALL matching
     contributions subject to a vesting schedule.

     d.   [ ]  The vesting schedule will only apply to matching contributions
               made in plan years beginning after December 31, 2001 (the prior
               schedule will apply to matching contributions made in prior plan
               years).

2.2  EXCLUSION OF ROLLOVERS IN APPLICATION OF INVOLUNTARY CASH-OUT PROVISIONS
     (FOR PROFIT SHARING AND 401(K) PLANS ONLY). If the plan is not subject to
     the qualified joint and survivor annuity rules and includes involuntary
     cash-out provisions, then unless one of the options below is elected,
     effective for distributions made after December 31, 2001, rollover
     contributions will be excluded in determining the value of the
     participant's nonforfeitable account balance for purposes of the plan's
     involuntary cash-out rules.

     a.   [ ]  Rollover contributions will not be excluded.

     b.   [ ]  Rollover contributions will be excluded only with respect to
               distributions made after_____. (Enter a date no earlier than
               December 31, 2001.)

     c.   [ ]  Rollover contributions will only be excluded with respect to
               participants who separated from service after _____. (Enter a
               date. The date may be earlier than December 31, 2001.)

2.3  SUSPENSION PERIOD OF HARDSHIP DISTRIBUTIONS. If the plan provides for
     hardship distributions upon satisfaction of the safe harbor (deemed)
     standards as set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv), then,
     unless the option below is elected, the suspension period following a
     hardship distribution shall only apply to hardship distributions made after
     December 31, 2001.

          [ ]  With regard to hardship distributions made during 2001, a
               participant shall be prohibited from making elective deferrals
               and employee contributions under this and all other plans until
               the later of January 1, 2002, or 6 months after receipt of the
               distribution.

2.4  CATCH-UP CONTRIBUTIONS (FOR 401(K) PROFIT SHARING PLANS ONLY): The plan
     permits catch-up contributions (Article VI) unless the option below is
     elected.

          [ ]  The plan does not permit catch-up contributions to be made.

2.5  FOR TARGET BENEFIT PLANS ONLY: The increased compensation limit ($200,000
     limit) shall apply to years prior to 2002 unless the option below is
     elected.

          [ ]  The increased compensation limit will not apply to years prior to
               2002.

                                   ARTICLE III
                        VESTING OF MATCHING CONTRIBUTIONS

3.1  Applicability. This Article shall apply to participants who complete an
     Hour of Service after December 31, 2001, with respect to accrued benefits
     derived from employer matching contributions made in plan years beginning
     after December 31, 2001. Unless otherwise elected by the employer in
     Section 2.1 above, this Article shall also apply to all such participants
     with respect to accrued benefits derived from employer matching
     contributions made in plan years beginning prior to January 1, 2002.

3.2  Vesting schedule. A participant's accrued benefit derived from employer
     matching contributions shall vest as provided in Section 2.1 of this
     amendment.

                                   ARTICLE IV
                              INVOLUNTARY CASH-OUTS

4.1  Applicability and effective date. If the plan provides for involuntary
     cash-outs of amounts less than $5,000, then unless otherwise elected in
     Section 2.2 of this amendment, this Article shall apply for distributions
     made after December 31, 2001, and shall apply to all participants. However,
     regardless of the preceding, this Article shall not apply if the plan is
     subject to the qualified joint and survivor annuity requirements of
     Sections 401(a)(11) and 417 of the Code.


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4.2  Rollovers disregarded in determining value of account balance for
     involuntary distributions. For purposes of the Sections of the plan that
     provide for the involuntary distribution of vested accrued benefits of
     $5,000 or less, the value of a participant's nonforfeitable account balance
     shall be determined without regard to that portion of the account balance
     that is attributable to rollover contributions (and earnings allocable
     thereto) within the meaning of Sections 402(c), 403(a)(4), 403(b)(8),
     408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value of the
     participant's nonforfeitable account balance as so determined is $5,000 or
     less, then the plan shall immediately distribute the participant's entire
     nonforfeitable account balance.

                                    ARTICLE V
                             HARDSHIP DISTRIBUTIONS

5.1  Applicability and effective date. If the plan provides for hardship
     distributions upon satisfaction of the safe harbor (deemed) standards as
     set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv), then this Article
     shall apply for calendar years beginning after 2001.

5.2  Suspension period following hardship distribution. A participant who
     receives a distribution of elective deferrals after December 31, 2001, on
     account of hardship shall be prohibited from making elective deferrals and
     employee contributions under this and all other plans of the employer for 6
     months after receipt of the distribution. Furthermore, if elected by the
     employer in Section 2.3 of this amendment, a participant who receives a
     distribution of elective deferrals in calendar year 2001 on account of
     hardship shall be prohibited from making elective deferrals and employee
     contributions under this and all other plans until the later of January 1,
     2002, or 6 months after receipt of the distribution.

                                   ARTICLE VI
                             CATCH-UP CONTRIBUTIONS

Catch-up Contributions. Unless otherwise elected in Section 2.4 of this
amendment, all employees who are eligible to make elective deferrals under this
plan and who have attained age 50 before the close of the plan year shall be
eligible to make catch-up contributions in accordance with, and subject to the
limitations of, Section 414(v) of the Code. Such catch-up contributions shall
not be taken into account for purposes of the provisions of the plan
implementing the required limitations of Sections 402(g) and 415 of the Code.
The plan shall not be treated as failing to satisfy the provisions of the plan
implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions.

                                   ARTICLE VII
                         INCREASE IN COMPENSATION LIMIT

Increase in Compensation Limit. The annual compensation of each participant
taken into account in determining allocations for any plan year beginning after
December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living
increases in accordance with Section 401(a)(17)(B) of the Code. Annual
compensation means compensation during the plan year or such other consecutive
12-month period over which compensation is otherwise determined under the plan
(the determination period). If this is a target benefit plan, then except as
otherwise elected in Section 2.5 of this amendment, for purposes of determining
benefit accruals in a plan year beginning after December 31, 2001, compensation
for any prior determination period shall be limited to $200,000. The
cost-of-living adjustment in effect for a calendar year applies to annual
compensation for the determination period that begins with or within such
calendar year.

                                  ARTICLE VIII
                                   PLAN LOANS

Plan loans for owner-employees or shareholder-employees. If the plan permits
loans to be made to participants, then effective for plan loans made after
December 31, 2001, plan provisions prohibiting loans to any owner-employee or
shareholder-employee shall cease to apply.

                                   ARTICLE IX
              LIMITATIONS ON CONTRIBUTIONS (IRC SECTION 415 LIMITS)

9.1  Effective date. This Section shall be effective for limitation years
     beginning after December 31, 2001.

9.2  Maximum annual addition. Except to the extent permitted under Article VI of
     this amendment and Section 414(v) of the Code, if applicable, the annual
     addition that may be contributed or allocated to a participant's account
     under the plan for any limitation year shall not exceed the lesser of:

     a. $40,000, as adjusted for increases in the cost-of-living under Section
     415(d) of the Code, or


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<PAGE>

     b. 100 percent of the participant's compensation, within the meaning of
     Section 415(c)(3) of the Code, for the limitation year.

     The compensation limit referred to in b. shall not apply to any
     contribution for medical benefits after separation from service (within the
     meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is
     otherwise treated as an annual addition.

                                    ARTICLE X
                         MODIFICATION OF TOP-HEAVY RULES

10.1 Effective date. This Article shall apply for purposes of determining
     whether the plan is a top-heavy plan under Section 416(g) of the Code for
     plan years beginning after December 31, 2001, and whether the plan
     satisfies the minimum benefits requirements of Section 416(c) of the Code
     for such years. This Article amends the top-heavy provisions of the plan.

10.2 Determination of top-heavy status.

10.2.1 Key employee. Key employee means any employee or former employee
     (including any deceased employee) who at any time during the plan year that
     includes the determination date was an officer of the employer having
     annual compensation greater than $130,000 (as adjusted under Section
     416(i)(1) of the Code for plan years beginning after December 31, 2002), a
     5-percent owner of the employer, or a 1-percent owner of the employer
     having annual compensation of more than $150,000. For this purpose, annual
     compensation means compensation within the meaning of Section 415(c)(3) of
     the Code. The determination of who is a key employee will be made in
     accordance with Section 416(i)(1) of the Code and the applicable
     regulations and other guidance of general applicability issued thereunder.

10.2.2 Determination of present values and amounts. This Section 10.2.2 shall
     apply for purposes of determining the present values of accrued benefits
     and the amounts of account balances of employees as of the determination
     date.

     a.   Distributions during year ending on the determination date. The
          present values of accrued benefits and the amounts of account balances
          of an employee as of the determination date shall be increased by the
          distributions made with respect to the employee under the plan and any
          plan aggregated with the plan under Section 416(g)(2) of the Code
          during the 1-year period ending on the determination date. The
          preceding sentence shall also apply to distributions under a
          terminated plan which, had it not been terminated, would have been
          aggregated with the plan under Section 416(g)(2)(A)(i) of the Code. In
          the case of a distribution made for a reason other than separation
          from service, death, or disability, this provision shall be applied by
          substituting "5-year period" for "1-year period."

     b.   Employees not performing services during year ending on the
          determination date. The accrued benefits and accounts of any
          individual who has not performed services for the employer during the
          1-year period ending on the determination date shall not be taken into
          account.

10.3 Minimum benefits.

10.3.1 Matching contributions. Employer matching contributions shall be taken
     into account for purposes of satisfying the minimum contribution
     requirements of Section 416(c)(2) of the Code and the plan. The preceding
     sentence shall apply with respect to matching contributions under the plan
     or, if the plan provides that the minimum contribution requirement shall be
     met in another plan, such other plan. Employer matching contributions that
     are used to satisfy the minimum contribution requirements shall be treated
     as matching contributions for purposes of the actual contribution
     percentage test and other requirements of Section 401(m) of the Code.

10.3.2 Contributions under other plans. The employer may provide, in an addendum
     to this amendment, that the minimum benefit requirement shall be met in
     another plan (including another plan that consists solely of a cash or
     deferred arrangement which meets the requirements of Section 401(k)(12) of
     the Code and matching contributions with respect to which the requirements
     of Section 401(m)(11) of the Code are met). The addendum should include the
     name of the other plan, the minimum benefit that will be provided under
     such other plan, and the employees who will receive the minimum benefit
     under such other plan.


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<PAGE>

                                   ARTICLE XI
                                DIRECT ROLLOVERS

11.1 Effective date. This Article shall apply to distributions made after
     December 31, 2001.

11.2 Modification of definition of eligible retirement plan. For purposes of the
     direct rollover provisions of the plan, an eligible retirement plan shall
     also mean an annuity contract described in Section 403(b) of the Code and
     an eligible plan under Section 457(b) of the Code which is maintained by a
     state, political subdivision of a state, or any agency or instrumentality
     of a state or political subdivision of a state and which agrees to
     separately account for amounts transferred into such plan from this plan.
     The definition of eligible retirement plan shall also apply in the case of
     a distribution to a surviving spouse, or to a spouse or former spouse who
     is the alternate payee under a qualified domestic relation order, as
     defined in Section 414(p) of the Code.

11.3 Modification of definition of eligible rollover distribution to exclude
     hardship distributions. For purposes of the direct rollover provisions of
     the plan, any amount that is distributed on account of hardship shall not
     be an eligible rollover distribution and the distributee may not elect to
     have any portion of such a distribution paid directly to an eligible
     retirement plan.

11.4 Modification of definition of eligible rollover distribution to include
     after-tax employee contributions. For purposes of the direct rollover
     provisions in the plan, a portion of a distribution shall not fail to be an
     eligible rollover distribution merely because the portion consists of
     after-tax employee contributions which are not includible in gross income.
     However, such portion may be transferred only to an individual retirement
     account or annuity described in Section 408(a) or (b) of the Code, or to a
     qualified defined contribution plan described in Section 401(a) or 403(a)
     of the Code that agrees to separately account for amounts so transferred,
     including separately accounting for the portion of such distribution which
     is includible in gross income and the portion of such distribution which is
     not so includible.

                                   ARTICLE XII
                           ROLLOVERS FROM OTHER PLANS

Rollovers from other plans. The employer, operationally and on a
nondiscriminatory basis, may limit the source of rollover contributions that may
be accepted by this plan.

                                  ARTICLE XIII
                           REPEAL OF MULTIPLE USE TEST

Repeal of Multiple Use Test. The multiple use test described in Treasury
Regulation Section 1.401(m)-2 and the plan shall not apply for plan years
beginning after December 31, 2001.

                                   ARTICLE XIV
                               ELECTIVE DEFERRALS

14.1 Elective Deferrals - Contribution Limitation. No participant shall be
     permitted to have elective deferrals made under this plan, or any other
     qualified plan maintained by the employer during any taxable year, in
     excess of the dollar limitation contained in Section 402(g) of the Code in
     effect for such taxable year, except to the extent permitted under Article
     VI of this amendment and Section 414(v) of the Code, if applicable.

14.2 Maximum Salary Reduction Contributions for SIMPLE plans. If this is a
     SIMPLE 401(k) plan, then except to the extent permitted under Article VI of
     this amendment and Section 414(v) of the Code, if applicable, the maximum
     salary reduction contribution that can be made to this plan is the amount
     determined under Section 408(p)(2)(A)(ii) of the Code for the calendar
     year.

                                   ARTICLE XV
                           SAFE HARBOR PLAN PROVISIONS

Modification of Top-Heavy Rules. The top-heavy requirements of Section 416 of
the Code and the plan shall not apply in any year beginning after December 31,
2001, in which the plan consists solely of a cash or deferred arrangement which
meets the requirements of Section 401(k)(12) of the Code and matching
contributions with respect to which the requirements of Section 401(m)(11) of
the Code are met.


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<PAGE>

                                   ARTICLE XVI
                    DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT

16.1 Effective date. This Article shall apply for distributions and transactions
     made after December 31, 2001, regardless of when the severance of
     employment occurred.

16.2 New distributable event. A participant's elective deferrals, qualified
     nonelective contributions, qualified matching contributions, and earnings
     attributable to these contributions shall be distributed on account of the
     participant's severance from employment. However, such a distribution shall
     be subject to the other provisions of the plan regarding distributions,
     other than provisions that require a separation from service before such
     amounts may be distributed.

Except with respect to any election made by the employer in Article II, this
amendment is hereby adopted by the prototype sponsor on behalf of all adopting
employers on:

[SPONSOR'S SIGNATURE AND ADOPTION DATE ARE ON FILE WITH SPONSOR]

NOTE: THE EMPLOYER ONLY NEEDS TO EXECUTE THIS AMENDMENT IF AN ELECTION HAS BEEN
MADE IN ARTICLE II OF THIS AMENDMENT.

This amendment has been executed this ___ day of ________________, ______.

Name of Employer: Exchange National Bancshares, Inc.


By:
    ------------------------------------
                EMPLOYER

Name of Plan: The Exchange National Bancshares Profit Sharing 401(k) Plan

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


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<PAGE>

                                   POST-EGTRRA
                                AMENDMENT TO THE

           THE EXCHANGE NATIONAL BANCSHARES PROFIT SHARING 401(K) PLAN

<PAGE>

POST-EGTRRA - SPONSOR

                                    ARTICLE I
                                    PREAMBLE

1.1  Adoption and effective date of amendment. This amendment of the plan is
     adopted to reflect certain provisions of the Economic Growth and Tax Relief
     Reconciliation Act of 2001 ("EGTRRA"), the Job Creation and Worker
     Assistance Act of 2002, IRS Regulations issued pursuant to IRC Section
     401(a)(9), and other IRS guidance. This amendment is intended as good faith
     compliance with the requirements of EGTRRA and is to be construed in
     accordance with EGTRRA and guidance issued thereunder. Except as otherwise
     provided, this amendment shall be effective as of the first day of the
     first plan year beginning after December 31, 2001.

1.2  Supersession of inconsistent provisions. This amendment shall supersede the
     provisions of the plan to the extent those provisions are inconsistent with
     the provisions of this amendment.

1.3  Adoption by prototype sponsor. Except as otherwise provided herein,
     pursuant to Section 5.01 of Revenue Procedure 2000-20, the sponsor hereby
     adopts this amendment on behalf of all adopting employers.

                                   ARTICLE II
                          ADOPTION AGREEMENT ELECTIONS

     THE QUESTIONS IN THIS ARTICLE II ONLY NEED TO BE COMPLETED IN ORDER TO
     OVERRIDE THE DEFAULT PROVISIONS SET FORTH BELOW. IF ALL OF THE DEFAULT
     PROVISIONS WILL APPLY, THEN THESE QUESTIONS SHOULD BE SKIPPED.

     UNLESS THE EMPLOYER ELECTS OTHERWISE IN THIS ARTICLE II, THE FOLLOWING
     DEFAULTS APPLY:

     1.   IF CATCH-UP CONTRIBUTIONS ARE PERMITTED, THEN THE CATCH-UP
          CONTRIBUTIONS ARE TREATED LIKE ANY OTHER ELECTIVE DEFERRALS FOR
          PURPOSES OF DETERMINING MATCHING CONTRIBUTIONS UNDER THE PLAN.

     2.   FOR PLANS SUBJECT TO THE QUALIFIED JOINT AND SURVIVOR ANNUITY RULES,
          ROLLOVERS ARE AUTOMATICALLY EXCLUDED IN DETERMINING WHETHER THE $5,000
          THRESHOLD HAS BEEN EXCEEDED FOR AUTOMATIC CASH-OUTS (IF THE PLAN
          PROVIDES FOR AUTOMATIC CASH-OUTS). THIS IS APPLIED TO ALL PARTICIPANTS
          REGARDLESS OF WHEN THE DISTRIBUTABLE EVENT OCCURRED.

     3.   THE MINIMUM DISTRIBUTION REQUIREMENTS ARE EFFECTIVE FOR DISTRIBUTION
          CALENDAR YEARS BEGINNING WITH THE 2002 CALENDAR YEAR. IN ADDITION,
          PARTICIPANTS OR BENEFICIARIES MAY ELECT ON AN INDIVIDUAL BASIS WHETHER
          THE 5-YEAR RULE OR THE LIFE EXPECTANCY RULE IN THE PLAN APPLIES TO
          DISTRIBUTIONS AFTER THE DEATH OF A PARTICIPANT WHO HAS A DESIGNATED
          BENEFICIARY.

     4.   AMOUNTS THAT ARE "DEEMED 125 COMPENSATION" ARE NOT INCLUDED IN THE
          DEFINITION OF COMPENSATION.

2.1  EXCLUSION OF ROLLOVERS IN APPLICATION OF INVOLUNTARY CASH-OUT PROVISIONS.
     If the plan is subject to the joint and survivor annuity rules and includes
     involuntary cash-out provisions, then unless one of the options below is
     elected, effective for distributions made after December 31, 2001, rollover
     contributions will be excluded in determining the value of a participant's
     nonforfeitable account balance for purposes of the plan's involuntary
     cash-out rules.

     a.   [ ]  Rollover contributions will not be excluded.

     b.   [ ]  Rollover contributions will be excluded only with respect to
               distributions made after_______________. (Enter a date no earlier
               than December 31, 2001).

     c.   [ ]  Rollover contributions will only be excluded with respect to
               participants who separated from service after . (Enter a date.
               The date may be earlier than December 31, 2001.)

2.2  CATCH-UP CONTRIBUTIONS (FOR 401(K) PROFIT SHARING PLANS ONLY): The plan
     permits catch-up contributions effective for calendar years beginning after
     December 31, 2001, (Article V) unless otherwise elected below.

     a.   [ ]  The plan does not permit catch-up contributions to be made.

     b.   [ ]  Catch-up contributions are permitted effective as
               of:________________(enter a date no earlier than January 1,
               2002).

     AND, catch-up contributions will be taken into account in applying any
     matching contribution under the Plan unless otherwise elected below.

     c.   [ ]  Catch-up contributions will not be taken into account in applying
               any matching contribution under the Plan.

2.3  AMENDMENT FOR SECTION 401(A)(9) FINAL AND TEMPORARY TREASURY REGULATIONS.

     a.   EFFECTIVE DATE. Unless a later effective date is specified in below,
          the provisions of Article VI of this amendment will apply for purposes
          of determining required minimum distributions for calendar years
          beginning with the 2002 calendar year.


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<PAGE>

          [ ]  This amendment applies for purposes of determining required
               minimum distributions for distribution calendar years beginning
               with the 2003 calendar year, as well as required minimum
               distributions for the 2002 distribution calendar year that are
               made on or after _________ (leave blank if this amendment does
               not apply to any minimum distributions for the 2002 distribution
               calendar year).

     b.   ELECTION TO NOT PERMIT PARTICIPANTS OR BENEFICIARIES TO ELECT 5-YEAR
          RULE.

          Unless elected below, Participants or beneficiaries may elect on an
          individual basis whether the 5-year rule or the life expectancy rule
          in Sections 6.2.2 and 6.4.2 of this amendment applies to distributions
          after the death of a Participant who has a designated beneficiary. The
          election must be made no later than the earlier of September 30 of the
          calendar year in which distribution would be required to begin under
          Section 6.2.2 of this amendment, or by September 30 of the calendar
          year which contains the fifth anniversary of the Participant's (or, if
          applicable, surviving spouse's) death. If neither the Participant nor
          beneficiary makes an election under this paragraph, distributions will
          be made in accordance with Sections 6.2.2 and 6.4.2 of this amendment
          and, if applicable, the elections in Section 2.3.c of this amendment
          below.

          [ ]  The provision set forth above in this Section 2.3.b shall not
               apply. Rather, Sections 6.2.2 and 6.4.2 of this amendment shall
               apply except as elected in Section 2.3.c of this amendment below.

     c.   ELECTION TO APPLY 5-YEAR RULE TO DISTRIBUTIONS TO DESIGNATED
          BENEFICIARIES.

          [ ]  If the Participant dies before distributions begin and there is a
               designated beneficiary, distribution to the designated
               beneficiary is not required to begin by the date specified in the
               Plan, but the Participant's entire interest will be distributed
               to the designated beneficiary by December 31 of the calendar year
               containing the fifth anniversary of the Participant's death. If
               the Participant's surviving spouse is the Participant's sole
               designated beneficiary and the surviving spouse dies after the
               Participant but before distributions to either the Participant or
               the surviving spouse begin, this election will apply as if the
               surviving spouse were the Participant.

                    If   the above is elected, then this election will apply to:

                    1.   [ ] All distributions.

                    2.   [ ] The following distributions: ______________________

     d.   ELECTION TO ALLOW DESIGNATED BENEFICIARY RECEIVING DISTRIBUTIONS UNDER
          5-YEAR RULE TO ELECT LIFE EXPECTANCY DISTRIBUTIONS.

          [ ]  A designated beneficiary who is receiving payments under the
               5-year rule may make a new election to receive payments under the
               life expectancy rule until December 31, 2003, provided that all
               amounts that would have been required to be distributed under the
               life expectancy rule for all distribution calendar years before
               2004 are distributed by the earlier of December 31, 2003, or the
               end of the 5-year period.

2.4  DEEMED 125 COMPENSATION. Article VII of this amendment shall not apply
     unless otherwise elected below.

          [ ]  Article VII of this amendment (Deemed 125 Compensation) shall
               apply effective as of Plan Years and Limitation Years beginning
               on or after (insert the later of January 1, 1998, or the first
               day of the first plan year the Plan used this definition).

                                   ARTICLE III
                              INVOLUNTARY CASH-OUTS

3.1  Applicability and effective date. If the plan is subject to the qualified
     joint and survivor annuity rules and provides for involuntary cash-outs of
     amounts less than $5,000, then unless otherwise elected in Section 2.1 of
     this amendment, this Article shall apply for distributions made after
     December 31, 2001, and shall apply to all participants.

3.2  Rollovers disregarded in determining value of account balance for
     involuntary distributions. For purposes of the Sections of the plan that
     provide for the involuntary distribution of vested accrued benefits of
     $5,000 or less, the value of a participant's nonforfeitable account balance
     shall be determined without regard to that portion of the account balance
     that is attributable to rollover contributions (and earnings allocable
     thereto) within the meaning of Sections 402(c), 403(a)(4), 403(b)(8),
     408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value of the
     participant's nonforfeitable account balance as so determined is $5,000 or
     less, then the plan shall immediately distribute the participant's entire
     nonforfeitable account balance.


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<PAGE>

                                   ARTICLE IV
                             HARDSHIP DISTRIBUTIONS

Reduction of Section 402(g) of the Code following hardship distribution. If the
plan provides for hardship distributions upon satisfaction of the safe harbor
(deemed) standards as set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv),
then effective as of the date the elective deferral suspension period is reduced
from 12 months to 6 months pursuant to EGTRRA, there shall be no reduction in
the maximum amount of elective deferrals that a Participant may make pursuant to
Section 402(g) of the Code solely because of a hardship distribution made by
this plan or any other plan of the Employer.

                                    ARTICLE V
                             CATCH-UP CONTRIBUTIONS

Catch-up Contributions. Unless otherwise elected in Section 2.2 of this
amendment, effective for calendar years beginning after December 31, 2001, all
employees who are eligible to make elective deferrals under this plan and who
have attained age 50 before the close of the calendar year shall be eligible to
make catch-up contributions in accordance with, and subject to the limitations
of, Section 414(v) of the Code. Such catch-up contributions shall not be taken
into account for purposes of the provisions of the plan implementing the
required limitations of Sections 402(g) and 415 of the Code. The plan shall not
be treated as failing to satisfy the provisions of the plan implementing the
requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of
the Code, as applicable, by reason of the making of such catch-up contributions.

If elected in Section 2.2, catch-up contributions shall not be treated as
elective deferrals for purposes of applying any Employer matching contributions
under the plan.

                                   ARTICLE VI
                         REQUIRED MINIMUM DISTRIBUTIONS

6.1  GENERAL RULES

6.1.1 Effective Date. Unless a later effective date is specified in Section
     2.3.a of this amendment, the provisions of this amendment will apply for
     purposes of determining required minimum distributions for calendar years
     beginning with the 2002 calendar year.

6.1.2 Coordination with Minimum Distribution Requirements Previously in Effect.
     If the effective date of this amendment is earlier than calendar years
     beginning with the 2003 calendar year, required minimum distributions for
     2002 under this amendment will be determined as follows. If the total
     amount of 2002 required minimum distributions under the Plan made to the
     distributee prior to the effective date of this amendment equals or exceeds
     the required minimum distributions determined under this amendment, then no
     additional distributions will be required to be made for 2002 on or after
     such date to the distributee. If the total amount of 2002 required minimum
     distributions under the Plan made to the distributee prior to the effective
     date of this amendment is less than the amount determined under this
     amendment, then required minimum distributions for 2002 on and after such
     date will be determined so that the total amount of required minimum
     distributions for 2002 made to the distributee will be the amount
     determined under this amendment.

6.1.3 Precedence. The requirements of this amendment will take precedence over
     any inconsistent provisions of the Plan.

6.1.4 Requirements of Treasury Regulations Incorporated. All distributions
     required under this amendment will be determined and made in accordance
     with the Treasury regulations under Section 401(a)(9) of the Internal
     Revenue Code.

6.1.5 TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of
     this amendment, distributions may be made under a designation made before
     January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and
     Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that
     relate to Section 242(b)(2) of TEFRA.

6.2  TIME AND MANNER OF DISTRIBUTION

6.2.1 Required Beginning Date. The Participant's entire interest will be
     distributed, or begin to be distributed, to the Participant no later than
     the Participant's required beginning date.

6.2.2 Death of Participant Before Distributions Begin. If the Participant dies
     before distributions begin, the Participant's entire interest will be
     distributed, or begin to be distributed, no later than as follows:

     (a) If the Participant's surviving spouse is the Participant's sole
     designated beneficiary, then, except as provided in Article VI,
     distributions to the surviving spouse will begin by December 31 of the
     calendar year immediately following the calendar year in which the
     Participant died, or by December 31 of the calendar year in which the
     Participant would have attained age 70 1/2, if later.


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<PAGE>

     (b) If the Participant's surviving spouse is not the Participant's sole
     designated beneficiary, then, except as provided in Section 2.3 of this
     amendment, distributions to the designated beneficiary will begin by
     December 31 of the calendar year immediately following the calendar year in
     which the Participant died.

     (c) If there is no designated beneficiary as of September 30 of the year
     following the year of the Participant's death, the Participant's entire
     interest will be distributed by December 31 of the calendar year containing
     the fifth anniversary of the Participant's death.

     (d) If the Participant's surviving spouse is the Participant's sole
     designated beneficiary and the surviving spouse dies after the Participant
     but before distributions to the surviving spouse begin, this Section 6.2.2,
     other than Section 6.2.2(a), will apply as if the surviving spouse were the
     Participant.

     For purposes of this Section 6.2.2 and Section 2.3, unless Section 6.2.2(d)
     applies, distributions are considered to begin on the Participant's
     required beginning date. If Section 6.2.2(d) applies, distributions are
     considered to begin on the date distributions are required to begin to the
     surviving spouse under Section 6.2.2(a). If distributions under an annuity
     purchased from an insurance company irrevocably commence to the Participant
     before the Participant's required beginning date (or to the Participant's
     surviving spouse before the date distributions are required to begin to the
     surviving spouse under Section 6.2.2(a)), the date distributions are
     considered to begin is the date distributions actually commence.

6.2.3 Forms of Distribution. Unless the Participant's interest is distributed in
     the form of an annuity purchased from an insurance company or in a single
     sum on or before the required beginning date, as of the first distribution
     calendar year distributions will be made in accordance with Sections 6.3
     and 6.4 of this amendment. If the Participant's interest is distributed in
     the form of an annuity purchased from an insurance company, distributions
     thereunder will be made in accordance with the requirements of Section
     401(a)(9) of the Code and the Treasury regulations.

6.3  REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME

6.3.1 Amount of Required Minimum Distribution For Each Distribution Calendar
     Year. During the Participant's lifetime, the minimum amount that will be
     distributed for each distribution calendar year is the lesser of:

     (a) the quotient obtained by dividing the Participant's account balance by
     the distribution period in the Uniform Lifetime Table set forth in Section
     1.401(a)(9)-9 of the Treasury regulations, using the Participant's age as
     of the Participant's birthday in the distribution calendar year; or

     (b) if the Participant's sole designated beneficiary for the distribution
     calendar year is the Participant's spouse, the quotient obtained by
     dividing the Participant's account balance by the number in the Joint and
     Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury
     regulations, using the Participant's and spouse's attained ages as of the
     Participant's and spouse's birthdays in the distribution calendar year.

6.3.2 Lifetime Required Minimum Distributions Continue Through Year of
     Participant's Death. Required minimum distributions will be determined
     under this Section 6.3 beginning with the first distribution calendar year
     and up to and including the distribution calendar year that includes the
     Participant's date of death.

6.4  REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH

6.4.1 Death On or After Date Distributions Begin.

     (a) Participant Survived by Designated Beneficiary. If the Participant dies
     on or after the date distributions begin and there is a designated
     beneficiary, the minimum amount that will be distributed for each
     distribution calendar year after the year of the Participant's death is the
     quotient obtained by dividing the Participant's account balance by the
     longer of the remaining life expectancy of the Participant or the remaining
     life expectancy of the Participant's designated beneficiary, determined as
     follows:

          (1) The Participant's remaining life expectancy is calculated using
          the age of the Participant in the year of death, reduced by one for
          each subsequent year.

          (2) If the Participant's surviving spouse is the Participant's sole
          designated beneficiary, the remaining life expectancy of the surviving
          spouse is calculated for each distribution calendar year after the
          year of the Participant's death using the surviving spouse's age as of
          the spouse's birthday in that year. For distribution calendar years
          after the year of the surviving spouse's death, the remaining life
          expectancy of the surviving spouse is calculated using the age of the
          surviving spouse as of the spouse's birthday in the calendar year of
          the spouse's death, reduced by one for each subsequent calendar year.


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<PAGE>

          (3) If the Participant's surviving spouse is not the Participant's
          sole designated beneficiary, the designated beneficiary's remaining
          life expectancy is calculated using the age of the beneficiary in the
          year following the year of the Participant's death, reduced by one for
          each subsequent year.

     (b) No Designated Beneficiary. If the Participant dies on or after the date
     distributions begin and there is no designated beneficiary as of September
     30 of the year after the year of the Participant's death, the minimum
     amount that will be distributed for each distribution calendar year after
     the year of the Participant's death is the quotient obtained by dividing
     the Participant's account balance by the Participant's remaining life
     expectancy calculated using the age of the Participant in the year of
     death, reduced by one for each subsequent year.

6.4.2 Death Before Date Distributions Begin.

     (a) Participant Survived by Designated Beneficiary. Except as provided in
     Section 2.3, if the Participant dies before the date distributions begin
     and there is a designated beneficiary, the minimum amount that will be
     distributed for each distribution calendar year after the year of the
     Participant's death is the quotient obtained by dividing the Participant's
     account balance by the remaining life expectancy of the Participant's
     designated beneficiary, determined as provided in Section 6.4.1.

     (b) No Designated Beneficiary. If the Participant dies before the date
     distributions begin and there is no designated beneficiary as of September
     30 of the year following the year of the Participant's death, distribution
     of the Participant's entire interest will be completed by December 31 of
     the calendar year containing the fifth anniversary of the Participant's
     death.

     (c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are
     Required to Begin. If the Participant dies before the date distributions
     begin, the Participant's surviving spouse is the Participant's sole
     designated beneficiary, and the surviving spouse dies before distributions
     are required to begin to the surviving spouse under Section 6.2.2(a), this
     Section 6.4.2 will apply as if the surviving spouse were the Participant.

6.5  DEFINITIONS

6.5.1 Designated beneficiary. The individual who is designated as the
     Beneficiary under the Plan and is the designated beneficiary under Section
     401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of
     the Treasury regulations.

6.5.2 Distribution calendar year. A calendar year for which a minimum
     distribution is required. For distributions beginning before the
     Participant's death, the first distribution calendar year is the calendar
     year immediately preceding the calendar year which contains the
     Participant's required beginning date. For distributions beginning after
     the Participant's death, the first distribution calendar year is the
     calendar year in which distributions are required to begin under Section
     6.2.2. The required minimum distribution for the Participant's first
     distribution calendar year will be made on or before the Participant's
     required beginning date. The required minimum distribution for other
     distribution calendar years, including the required minimum distribution
     for the distribution calendar year in which the Participant's required
     beginning date occurs, will be made on or before December 31 of that
     distribution calendar year.

6.5.3 Life expectancy. Life expectancy as computed by use of the Single Life
     Table in Section 1.401(a)(9)-9 of the Treasury regulations.

6.5.4 Participant's account balance. The account balance as of the last
     valuation date in the calendar year immediately preceding the distribution
     calendar year (valuation calendar year) increased by the amount of any
     contributions made and allocated or forfeitures allocated to the account
     balance as of the dates in the valuation calendar year after the valuation
     date and decreased by distributions made in the valuation calendar year
     after the valuation date. The account balance for the valuation calendar
     year includes any amounts rolled over or transferred to the Plan either in
     the valuation calendar year or in the distribution calendar year if
     distributed or transferred in the valuation calendar year.

6.5.5 Required beginning date. The date specified in the Plan when distributions
     under Section 401(a)(9) of the Internal Revenue Code are required to begin.

                                   ARTICLE VII
                             DEEMED 125 COMPENSATION

If elected, this Article shall apply as of the effective date specified in
Section 2.4 of this amendment. For purposes of any definition of compensation
under this Plan that includes a reference to amounts under Section 125 of the
Code, amounts under Section 125 of the Code include any amounts not available to
a Participant in cash in lieu of group health coverage because the Participant
is unable to certify that he or she has other health coverage. An amount will be
treated as an amount under Section 125 of the Code only if the Employer does not
request or collect information regarding the Participant's other health coverage
as part of the enrollment process for the health plan.


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<PAGE>

Except with respect to any election made by the employer in Article II, this
amendment is hereby adopted by the prototype sponsor on behalf of all adopting
employers on


[SPONSOR'S SIGNATURE AND ADOPTION DATE ARE ON FILE WITH SPONSOR]

NOTE: THE EMPLOYER ONLY NEEDS TO EXECUTE THIS AMENDMENT IF AN ELECTION HAS BEEN
MADE IN ARTICLE II OF THIS AMENDMENT.

THIS AMENDMENT HAS BEEN EXECUTED THIS ____ DAY OF _____________________, ______.

Name of Plan: The Exchange National Bancshares Profit Sharing 401(k) Plan

Name of Employer: Exchange National Bancshares, Inc.

By:
     -----------------------------------
                   EMPLOYER

Name of Participating Employer: Citizens Union State Bank of Clinton Osage
Valley Bank and Exchange National Bank.


                                            ------------------------------------
                                        By: PARTICIPATING EMPLOYER


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<PAGE>

SPONSOR - AUTOMATIC IRA ROLLOVERS

                        MANDATORY DISTRIBUTION AMENDMENT
                          (CODE SECTION 401(A)(31)(B))

                                    ARTICLE I
                            APPLICATION OF AMENDMENT

1.1  Effective Date. Unless a later effective date is specified in Article III
     of this Amendment, the provisions of this Amendment will apply with respect
     to distributions made on or after March 28, 2005.

1.2  Precedence. This Amendment supersedes any inconsistent provision of the
     Plan.

1.3  Adoption by prototype sponsor. Except as otherwise provided herein,
     pursuant to authority granted by Section 5.01 of Revenue Procedure 2000-20,
     the sponsoring organization of the prototype hereby adopts this amendment
     on behalf of all adopting employers.

                                   ARTICLE II
                      DEFAULT PROVISION: AUTOMATIC ROLLOVER
                             OF AMOUNTS OVER $1,000

Unless the Employer otherwise elects in Article III of this Amendment, the
provisions of the Plan concerning mandatory distributions of amounts not
exceeding $5,000 are amended as follows:

          In the event of a mandatory distribution greater than $1,000 that is
     made in accordance with the provisions of the Plan providing for an
     automatic distribution to a Participant without the Participant's consent,
     if the Participant does not elect to have such distribution paid directly
     to an "eligible retirement plan" specified by the Participant in a direct
     rollover (in accordance with the direct rollover provisions of the Plan) or
     to receive the distribution directly, then the Administrator shall pay the
     distribution in a direct rollover to an individual retirement plan
     designated by the Administrator. The value of the Participant's interest in
     the Plan for such purpose shall include any rollover contributions (and
     earnings thereon) within the meaning of Code Sections 402(c), 403(a)(4),
     403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16).

                                   ARTICLE III
                        EMPLOYER'S ALTERNATIVE ELECTIONS

3.1  (N/A) EFFECTIVE DATE OF PLAN AMENDMENT

     This Amendment applies with respect to distributions made on or after N/A
     (may be a date later than March 28, 2005, only if the terms of the Plan
     already comply with Code Section 401(a)(31)(B)).

3.2  ELECTION TO REDUCE OR ELIMINATE MANDATORY DISTRIBUTION PROVISIONS OF PLAN
     In lieu of the default provision in Article II of this Amendment, the
     provisions of the Plan that provide for the involuntary distribution of
     vested accrued benefits of $5,000 or less, are modified as follows (choose
     a. or b. below):

     a.   ( )  No mandatory distributions. Participant consent to the
               distribution now shall be required before the Plan may make the
               distribution.

     b.   ( )  Reduction of $5,000 threshold to $1,000. The $5,000 threshold in
               such provisions is reduced to $1,000 and the value of the
               Participant's interest in the Plan for such purpose shall include
               any rollover contributions (and earnings thereon) within the
               meaning of Code Sections 402(c), 403(a)(4), 403(b)(8),
               408(d)(3)(A)(ii), and 457(e)(16).

Except with respect to any election made by the employer in Article III, this
Amendment is hereby adopted by the prototype sponsoring organization on behalf
of all adopting employers on March 3, 2005.

AMERICAN FUNDS DISTRIBUTORS, INC.

NOTE: The employer only needs to execute this Amendment if the employer has made
an election in Article III herein.


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<PAGE>

This amendment is executed as follows:

Name of Plan: The Exchange National Bancshares Profit Sharing 401(k) Plan

Account No. _______________

Name of Employer: Exchange National Bancshares, Inc.


By:                                       Date:
    ------------------------------------        -----------------
    Signature of authorized
    representative of Employer


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Print name and title


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