NATIONAL BANCSHARES CORP OF TEXAS
EXHIBIT 10.10
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>4
<FILENAME>a2043335zex-10_10.txt
<DESCRIPTION>EXHIBIT 10.10
<TEXT>

<PAGE>

                                                                   Exhibit 10.10

                                                    (AMENDED AS OF MAY 19, 2000)

                    NATIONAL BANCSHARES CORPORATION OF TEXAS
                      1995 AMENDED AND RESTATED STOCK PLAN

1. PURPOSE. This 1995 Stock Plan (the "Plan") is intended to provide incentives
(a) to the officers and other employees of National Bancshares Corporation of
Texas (the "Company"), its parent (if any) and any present or future
subsidiaries of the Company (collectively, "Related Corporations") by providing
them with opportunities to purchase stock in the Company pursuant to options
granted hereunder which qualify as "incentive stock options" under Section
422A(b) of the Internal Revenue Code of 1986, as amended (the "Code") ("ISO" or
"ISOs"); (b) to directors, officers, employees and consultants of the Company
and Related Corporations, or any other person or entity, by providing them with
opportunities to purchase stock in the Company pursuant to options granted
hereunder which do not qualify as ISOs ("Non-Qualified Option" or "Non-Qualified
Options"); (c) to directors, officers, employees and consultants of the Company
and Related Corporations, or any other person or entity, by providing them with
awards of stock in the Company ("Awards"); (d) to directors, officers, employees
and consultants of the Company and Related Corporations, or any other person or
entity, by providing them with Stock Appreciation Rights ("SAR" or "SARs") in
tandem with, or independently of, options granted hereunder; (e) to directors,
officers, employees and consultants of the Company and Related Corporations, or
any other person or entity, by providing them with performance awards in the
form of units ("Units") representing phantom shares of stock ("phantom share" or
"phantom shares"), each Unit representing one phantom share; (f) to directors,
officers, employees and consultants of the Company and Related Corporations, or
any other person or entity, by providing them with opportunities to make direct
purchases of stock in the Company ("Purchases"); and (g) to outside directors
(i.e., any director who is not an employee of the Company) by providing each of
them with annual grants of seven-year options to purchase 7,000 shares of Common
Stock ("Outside Directors' Options").

         ISOs, Non-Qualified Options and Outside Directors' Options are referred
to hereafter individually as an "Option" and collectively as "Options." Options,
Awards, SARs, Units and authorizations to make Purchases are referred to
hereafter collectively as "Stock Rights." Recipients of such Stock Rights are
hereafter referred to individually as an "Optionee" and collectively as
"Optionees." As used herein, the terms "parent" and "subsidiary" mean "parent
corporation" and "subsidiary corporation" respectively, as those terms are
defined in Section 425 of the Code.

2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by (i) the Board
of Directors (the "Board") or (ii) a committee or subcommittee appointed by the
Board (the "Committee") from among its members (collectively, the
"Administrators"). Unless the Board determines otherwise, the Committee shall be
comprised solely of not less than two members who each shall qualify as (i) a
"Non-Employee Director" within the meaning of Rule 16b-3 (or any successor rule)
promulgated under the Securities Exchange Act of 1934, as amended (the "1934
Act") and (ii) an "outside director" within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"). Subject to terms of the
Plan, the applicable Administrator shall have the authority to (i) determine the
employees of the Company and Related Corporations (from among the class of
employees eligible under paragraph 1 to receive ISOs) to whom ISOs may be
granted and to determine (from among the class of individuals and entities
eligible under paragraph 1 to receive Non-Qualified Options, Awards, SARs and
Units and to make Purchases) to whom Non-Qualified Options, Awards, SARs, Units
and authorizations to make Purchases may be granted; (ii) determine the time or
times at which Options, Awards, SARs or Units may be granted or Purchases made;
(iii) determine the option price of shares subject to each Option (subject to
the requirements of paragraph 4 with respect to ISOs and paragraph 5 with
respect to Non-Qualified Options); (iv) determine the purchase price of shares
subject to each Purchase; (v) determine whether each Option granted shall be an
ISO or a Non-Qualified Option; (vi) determine the time or times when each Option
shall become exercisable and the duration of the exercise period (subject to
paragraph 4 with respect to ISOs and paragraph 5 with respect to Non-Qualified
Options); (vii) determine whether restrictions such as repurchase options are to
be imposed on shares subject to Stock Rights and the nature of such
restrictions, if any; and (viii) interpret the Plan and prescribe and rescind
rules and regulations relating to it; however, neither the Board nor the
applicable Administrator shall have any authority to determine whether or when
an outside director shall receive or exercise Outside Directors' Options (or to
determine the exercise price of such Outside Directors' Options) other than to
ensure compliance with the terms of the Plan with respect to Outside Directors'
Options. The interpretation and construction by the applicable Administrator of
any provisions of the Plan or of any Stock Right granted under it shall be final
unless otherwise determined by the Board. Administrators or the Board may from
time to time adopt such rules and regulations for carrying out the Plan as they
may deem best. No member of the Board, any Administrator nor the Company shall
be liable for any action or determination made in good faith with respect to the
Plan or any Stock Right granted under it.

3. STOCK. The stock subject to the Stock Rights shall be authorized but unissued
shares of the Company's Common Stock, par value $.001 per share (the "Common
Stock") or shares of the Common Stock reacquired by the Company in any manner.
The aggregate number of shares of Common Stock which may be issued pursuant to
the Plan is 649,000; PROVIDED, HOWEVER,


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that in no event shall the number of shares of Common Stock subject to, and
issued upon the exercise of, ISOs exceed 649,000 in the aggregate; PROVIDED,
FURTHER, that the aggregate number of shares of Common Stock subject to, and
issuable or issued under, the Plan and the Company's 1994 Non-Qualified Stock
Option Plan shall not exceed 649,000; and PROVIDED, FURTHER, that the maximum
number of shares of Common Stock issuable under the Plan to any employee of the
Company in any calendar year shall not exceed 649,000, less the aggregate number
of shares of Common Stock issuable or issued under the Plan and the Company's
1994 Non-Qualified Stock Option Plan. The number of shares authorized for the
grant of Stock Rights under the Plan shall be subject to adjustment as provided
in paragraph 10. If any Option or any other Stock Right granted under the Plan
shall expire or terminate for any reason without having been exercised in full
or shall cease for any reason to be exercisable in whole or in part, or if the
Company shall reacquire any shares issued pursuant to any Stock Right, either as
a result of forfeiture or delivery to the Company as part or full payment for
the exercise of an Option, the unpurchased shares subject to such Options or
Stock Rights and any shares so reacquired by or delivered to the Company shall
again be available for grants of Stock Rights under the Plan.

4. ISO PROVISIONS. Any of the following provisions shall have no force or effect
if its inclusion in the Plan is not necessary for Options issued as ISOs to
qualify as ISOs pursuant to the Code and the regulations issued thereunder.

                A. GRANT OF ISO. All ISOs shall be granted under the Plan within
ten (10) years of the date of the Plan's adoption by the Board or the date the
Plan receives the requisite shareholder approval, whichever is earlier.

                B. MINIMUM OPTION PRICE FOR ISOs. (i) The price per share
specified in the agreement relating to each ISO granted under the Plan shall not
be less than the fair market value per share of Common Stock on the date of such
grant. In the case of an ISO to be granted to an employee owning stock
representing more than ten percent of the total combined voting power of all
classes of stock of the Company or any Related Corporation, the price per share
specified in the agreement relating to such ISO shall not be less than 110
percent of the fair market value per share of Common Stock on the date of grant.
(ii) In no event shall the aggregate fair market value (determined at the time
an ISO is granted) of Common Stock for which ISOs granted to any employee are
exercisable for the first time by such employee during any calendar year (under
all stock option plans of the Company and any Related Corporation) exceed
$100,000. (iii) If, at the time an ISO is granted under the Plan, the Company's
Common Stock is publicly traded, "fair market value" shall be determined as of
the last business day for which the prices or quotes discussed in this sentence
are available prior to the date such Option is granted and shall mean (a) the
last reported sales price of the Common Stock on the principal national
securities exchange on which the Common Stock is traded, if the Common Stock is
then traded on a national securities exchange; or (b) the last reported sale
price (on that date) of the Common Stock on the NASDAQ National Market List, if
the Common Stock is not then traded on a national securities exchange; or (c)
the closing bid price (or the average of bid prices) last quoted (on that date)
by an established quotation service for over-the-counter securities, if the
Common Stock is not reported on the NASDAQ National Market List. However, if the
Common Stock is not publicly traded at the time an ISO is granted under the
Plan, "fair market value" shall be deemed to be the fair market value of the
Common Stock as determined by the applicable Administrator after taking into
consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.

         C. DURATION OF ISOs. Subject to earlier termination as provided in
subparagraphs F and G hereunder, each ISO shall expire on the date specified by
the applicable Administrator, but not more than (i) ten years from the date of
grant in the case of ISOs generally, and (ii) five years from the date of grant
in the case of ISOs granted to an employee owning stock possessing more than ten
percent of the total combined voting power of all classes of stock of the
Company or any Related Corporation. Subject to the foregoing provisions and such
earlier termination as provided in said subparagraphs E and F, the term of each
ISO shall be the term set forth in the original instrument granting such ISO,
except with respect to any part of such ISO that is converted into a
Non-Qualified Option pursuant to subparagraph K below.

         D.  ELIGIBLE  EMPLOYEES.  ISOs may be granted to any  employee of the
Company or any Related Corporation. Those officers and directors of the Company
who are not employees may not be granted ISOs under the Plan.

         E. ACCELERATION OF EXERCISE OF ISOs. The Administrator shall not,
without the consent of the Optionee, accelerate the exercise date of any
installment of any ISO granted to any employee (and not previously converted
into a Non-Qualified Option pursuant to subparagraph K below) if such
acceleration would violate the annual vesting limitation contained in Section
422A(d) of the Code, as described in subparagraph B(ii) hereinabove.

         F. EFFECT OF TERMINATION OF EMPLOYMENT ON ISOs. If an ISO Optionee
ceases to be employed by the Company or any Related Corporation other than by
reason of death or disability (as such term is defined in subparagraph I
hereunder), any ISO granted to such Optionee within the six-month period
immediately preceding such termination shall be cancelled forthwith. With
respect to any ISOs granted to such Optionee more than six months prior to such
termination, no further installments of such ISOs shall become exercisable and
his ISOs shall terminate after the passage of 60 days from the date of
termination of his employment, but in no event later than on their specified
expiration dates, except to the extent that such ISOs (or unexercised
installments thereof) have been converted into Non-Qualified Options pursuant to
subparagraph K below. Leave of absence with the written approval of the
applicable Administrator shall not be considered an interruption of employment
under the Plan, provided that such written approval contractually obligates the
Company or any Related Corporation to continue the employment of the employee
after the approved period of absence. Employment shall also be considered as
continuing uninterrupted during any other bona fide leave of absence (such as
those attributable to illness,


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military obligations or governmental service) provided that the period of such
leave does not exceed 90 days or, if longer, any period during which such
Optionee's right to reemployment is guaranteed by statute. ISOs granted under
the Plan shall not be affected by any change of employment within or among the
Company and Related Corporations, so long as the Optionee continues to be an
employee of the Company or any Related Corporation.

         G. EFFECT OF DEATH OR DISABILITY ON ISOs. If an Optionee ceases to be
employed by the Company or any Related Corporation by reason of his death, any
ISO of his may be exercised, to the extent of the number of shares with respect
to which he could have exercised it on the date of his death, by his estate,
personal representative or beneficiary who has acquired the ISO by will or by
the laws of descent and distribution, at any time prior to the earlier of the
date specified in the ISO agreement, the ISO's specified expiration date or one
year of the death of the Optionee. If an Optionee ceases to be employed by the
Company and all Related Corporations by reason of his disability, he shall have
the right to exercise any ISO held by him on the date of termination of
employment, to the extent of the number of shares with respect to which he could
have exercised it on that date, at any time prior to the earlier of the date
specified in the ISO agreement, the ISO's specified expiration date or one year
from the date of the termination of the Optionee's employment. For the purposes
of the Plan, the term "disability" shall mean "permanent and total disability"
as defined in Section 22(e)(3) of the Code or successor statute.

         H. ADJUSTMENTS. Any adjustment made pursuant to paragraphs 10(A) or (B)
with respect to ISOs shall be made only after the applicable Administrator,
after consulting with counsel for the Company, determines whether such
adjustments would constitute a "modification" of such ISOs (as that term is
defined in Section 425 of the Code) or would cause any adverse tax consequences
for the holders of such ISOs. If the applicable Administrator determines that
such adjustments made with respect to ISOs would constitute a modification of
such ISOs, it may refrain from making such adjustments.

         I. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITIONS. Each employee who
receives an ISO must agree to notify the Company in writing immediately after
the employee makes a "disqualifying disposition" of any Common Stock acquired
pursuant to the exercise of an ISO. A "disqualifying disposition" is any
disposition (including any sale) of such Common Stock before the later of (a)
two years after the date the employee was granted the ISO, or (b) one year after
the date the employee acquired Common Stock by exercising the ISO. If the
employee has died before such stock is sold, these holding period requirements
do not apply and no Disqualifying Disposition can occur thereafter.

         J. OTHER  REQUIREMENTS.  ISOs shall be issued subject to such
additional requirements as may be imposed from time to time by the Code or the
regulations issued thereunder.

         K. CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS.
The applicable Administrator, at the written request of any Optionee, may in its
discretion take such actions as may be necessary to convert such Optionee's ISOs
(or any installments or portions of installments thereof) that have not been
exercised on the date of conversion into Non-Qualified Options at any time prior
to the expiration of such ISOs, regardless of whether the Optionee is an
employee of the Company or a Related Corporation at the time of such conversion.
Such actions may include, but not be limited to, extending the exercise period
or reducing the exercise price of the appropriate installments of such Options.
At the time of such conversion, the applicable Administrator (with the consent
of the Optionee) may impose such conditions on the exercise of the resulting
Non-Qualified Options as the applicable Administrator in its discretion may
determine, provided that such conditions shall not be inconsistent with the
provisions of paragraph 5 or any other paragraph of the Plan. Nothing in the
Plan shall be deemed to give any Optionee the right to have such Optionee's ISOs
converted into Non-Qualified Options, and no such conversion shall occur until
and unless the Administrator takes appropriate action. The applicable
Administrator, with the consent of the Optionee, may also terminate any portion
of any ISO that has not been exercised at the time of such termination.

5.  NON-QUALIFIED OPTIONS.

                   A. MINIMUM OPTION PRICE. The price per share specified in the
agreement relating to each Non-Qualified Option granted under the Plan shall not
be less than the fair market value per share of Common Stock on the date of such
grant. If, at the time a Non-Qualified Option is granted under the Plan, the
Company's Common Stock is publicly traded, "fair market value" shall be
determined as of the last business day for which the prices or quotes discussed
in this sentence are available prior to the date such Non-Qualified Option is
granted and shall mean (i) the last reported sales price of the Common Stock on
the principal national securities exchange on which the Common Stock is traded,
if the Common Stock is then traded on a national securities exchange; or (ii)
the last reported sale price (on that date) of the Common Stock on the NASDAQ
National Market List, if the Common Stock is not then traded on a national
securities exchange; or (iii) the closing bid price (or the average of bid
prices) last quoted (on that date) by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on the NASDAQ
National Market List. However, if the Common Stock is not publicly traded at the
time a Non-Qualified Option is granted under the Plan, "fair market value" shall
be deemed to be the fair market value of the Common Stock as determined by the
applicable Administrator after taking into consideration all factors which it
deems appropriate, including, without limitation, recent sale and offer prices
of the Common Stock in private transactions negotiated at arm's length.

              B. DURATION OF NON-QUALIFIED OPTIONS.  Each Non-Qualified
Option shall expire on the date specified by the applicable Administrator,
but not more than ten (10) years from the date of grant.

              C. VESTING OF NON-QUALIFIED OPTIONS. Subject to any longer or
shorter vesting periods and any termination


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provisions which the applicable Administrator may impose, a Non-Qualified Option
shall be exercisable as follows: (i) 20% of the shares under the Non-Qualified
Option shall be exercisable one calendar year after the date of its grant, (ii)
an additional 20% of the shares under the Non-Qualified Option shall be
exercisable two calendar years after the date of its grant, (iii) an additional
20% of the shares under the Non-Qualified Option shall be exercisable three
calendar years after the date of its grant, (iv) an additional 20% of the shares
under the Non-Qualified Option shall be exercisable four calendar years after
the date of its grant, and (v) the last 20% of the shares under the
Non-Qualified Option shall be exercisable five calendar years after the date of
its grant.

          D. MAINTAIN NON-ISO STATUS. If the applicable Administrator determines
to issue a Non-Qualified Option, it shall take whatever actions it deems
necessary, under Section 422A of the Code and the regulations promulgated
thereunder, to ensure that such Non-Qualified Option is not treated as an ISO.

6. STOCK APPRECIATION RIGHTS. At the discretion of the applicable Administrator,
Options granted under this Plan may be granted in tandem with SARs ("tandem
SARs"), or SARs may be granted independently of and not in tandem with any
Option ("naked SARs"). SARs will become exercisable at such time or times, and
on such conditions, as the applicable Administrator may specify; the applicable
Administrator may impose conditions upon the grant or exercise of any SAR, which
conditions may include a condition that the SAR may only be exercised in
accordance with rules and regulations adopted by the applicable Administrator
from time to time. Such rules and regulations may govern the right to exercise
the SAR granted prior to the adoption or amendment of such rules and regulations
as well as SAR rights granted thereafter.

         A. TANDEM SARS.(i) Any tandem SAR granted with an ISO may be granted
only at the date of grant of such ISO. Any tandem SAR granted with a
Non-Qualified Option may be granted either at or after the time such Option is
granted. A tandem SAR is the right of an Optionee, without payment to the
Company (except for applicable withholding taxes), to receive the excess of the
fair market value (as defined in subparagraph 4(B)(iii)) per share on the date
on which such SAR is exercised over the option price per share as provided in
the relating underlying Option. A tandem SAR granted with an ISO may be
exercised only when the fair market value (as defined in subparagraph 4(B)(iii))
per share of the Common Stock subject to the ISO exceeds the per share exercise
price of the ISO. A tandem SAR granted with an Option shall pertain to, and be
granted only in conjunction with, the related underlying Option granted under
this Plan and shall be exercisable and exercised only to the extent that the
underlying Option is exercisable. The number of shares of Common Stock subject
to such tandem SAR shall be all or part of the shares subject to such Option as
determined by the applicable Administrator. The tandem SAR shall either become
fully or partially non-exercisable and shall then be fully or partially
forfeited if the exercisable portion, or any part thereof, of the underlying
Option is exercised and vice versa. (ii) Subject to any restrictions or
conditions imposed by the applicable Administrator, a tandem SAR may be
exercised by the Optionee as to a number of shares of Common Stock under its
related Option only upon the surrender of the then-exercisable portion of the
related Option covering a like number of shares of Common Stock. Upon the
exercise of a tandem SAR and the surrender of the exercisable portion of the
related Option, the Optionee shall be awarded cash, shares of Common Stock or a
combination of shares and cash at the discretion of the applicable
Administrator. The award shall have a total value equal to the product obtained
by multiplying (1) the excess of the fair market value per share on the date on
which such tandem SAR is exercised over the Option price per share by (2) the
number of shares subject to the exercisable portion of the related Option so
surrendered.

         B. NAKED SARS. (i) A naked SAR may be granted irrespective of whether
the recipient holds, is being granted, or has been granted any options under any
stock plan of the Company. A naked SAR may be granted irrespective of whether
the recipient holds, is being granted, or has been granted any tandem SARs. A
naked SAR may be made exercisable without regard to the exercisability of any
option. (ii) With respect to the exercise of any naked SAR, the term "Spread" as
used in this paragraph 6 shall mean an amount equal to the product computed by
multiplying (1) the excess of (A) the fair market value per share of Common
Stock of the Company on the date such naked SAR is exercised over (B) the price
designated by the applicable Administrator (the "Award Price") by (2) the number
of shares with respect to which such naked SAR is being exercised.

         C. GENERAL PROVISIONS. (i) The applicable Administrator may specify
that a SAR shall be exercisable for cash, for shares, for a combination of cash
or shares, or in cash or shares at the holder's option. On the exercise of a
SAR, the holder thereof, except as provided in subparagraphs (ii) and (iii) of
this paragraph 6(C), shall be entitled to receive either: (a) if the exercise is
for shares, a number of shares equal to the quotient computed by dividing the
Spread by the fair market value per share on the date of exercise of the SAR,
PROVIDED, HOWEVER, that in lieu of fractional shares the Company shall pay cash
equal to the same fraction of the fair market value per share on the date of
exercise of the SAR; or (b) if the exercise is for cash, an amount in cash equal
to the Spread; or (c) if the exercise is partly for cash and partly for shares,
a combination of cash in the amount specified in such SAR holder's notice of
exercise, and a number of shares calculated as provided in clause (a) of this
subparagraph (i), after reducing the Spread by such cash amount, plus cash in
lieu of any fractional share as provided above. (ii)Notwithstanding the
provisions of subparagraph (i) of this paragraph 6(C), the applicable
Administrator shall have sole discretion to consent to or disapprove, in whole
or in part, any permitted election or the right without election of a holder of
a SAR to receive cash upon the exercise of a SAR ("Cash Election"). Such consent
or disapproval may be given at any time after the Cash Election to which it
relates. If the applicable Administrator shall disapprove a Cash Election, in
lieu of paying the cash (or any portion thereof) specified in such Cash
Election, the Administrator shall


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determine the amount of cash, if any, to be paid pursuant to such Cash Election
and shall issue a number of shares calculated as provided in clause (a) of
subparagraph (i) of this paragraph 6(C), after reducing the Spread by such cash
to be paid plus cash in lieu of any fractional share. (iii) SARs granted or to
be granted to officers or directors of the Company under the Plan shall be
subject to the following additional provisions: (a) no grant shall be made
unless and until the Company has been subject to the reporting requirements of
Section 13(a) of the 1934 Act for at least a year and has filed all reports and
statements required to be filed pursuant to such Section for that year; (b) a
Cash Election may be made only during the period beginning on the third business
day following the date of release for publication of the quarterly and annual
summary statements of sales and earnings of the Company and ending on the
twelfth business day following such date; and (c) no Cash Election may be made
(and no related Option exercised) during the six months after grant, except in
the event of the death or disability of the holder. The Company intends that
this subparagraph (iii) shall comply with the requirements of Rule 16b-3. Should
any provision of this subparagraph (iii) be unnecessary to comply with the
requirements of the said Rule 16b-3, the Board may amend this Plan to add to or
modify the provisions of this Plan accordingly. (iv) No SAR shall be
transferable except by will or by the laws of descent and distribution. During
the life of a holder of a SAR, the SAR shall be exercisable only by him or his
guardian or legal representative. (v) A person exercising a SAR for shares shall
not be treated as having become the registered owner of any shares issued on
such exercise until such shares are delivered to him. (vi) Each SAR shall be on
such terms and conditions (including additional terms and conditions) not
inconsistent with this Plan as the applicable Administrator may determine. (vii)
To exercise a SAR, the holder shall (i) give written notice thereof to the
Company addressed to the Secretary of the Company by delivery to the Company at
104 East Mann Road, Laredo, Texas 78042, and by specifying therein the amount he
elects (if such election is permitted under the terms of the SAR) to receive in
cash, if any, and the amount he elects (if such election is permitted under the
terms of the SAR) to receive in shares, and (ii) deliver to the Company such
written representations, warranties and covenants as may be required by the
Company or Company counsel. The date of exercise of a SAR shall be the date on
which the Company shall have received the notice referred to in the first
sentence of this subparagraph (vii). (viii) The number of shares awardable to an
Optionee with respect to the noncash portion of a SAR shall be determined by
dividing such noncash portion by the fair market value per share (as determined
in accordance with subparagraph 4(B)(iii)) on the exercise date. No fractional
shares shall be issued. Any fractional shares which, but for this subparagraph
(viii), would have been issued to an Optionee pursuant to a SAR, shall be deemed
to have been issued and immediately sold to the Company for their fair market
value, and the Optionee shall receive from the Company cash in lieu of such
fractional shares.

7. UNITS. At the discretion of the applicable Administrator, performance awards
in the form of Units may be granted either independently of or in tandem with a
Stock Right granted hereunder, to such extent as determined by the applicable
Administrator, except that such Units shall not be granted in tandem with ISOs
granted under the Plan. Units granted hereunder may be based on such factors as
changes in the market price for shares of Common Stock of the Company, personal
performance of the recipient of such Units or of his division or department, the
performance of the Related Corporation by which he is employed, or any other
factors or criteria set by the applicable Administrator. Units shall have such
other terms and conditions as the applicable Administrator shall determine and
shall be payable in such form as such Administrator may determine including, for
example, payment in shares of the Company's Common Stock.

8. OUTSIDE DIRECTORS' OPTIONS.

         A. GRANT. On March 1 of each calendar year commencing March 1, 1995,
and ending April 17, 2000, each outside director then serving shall receive an
option to purchase 7,000 shares of Common Stock (individually, an "Outside
Director's Option," and collectively, "Outside Directors' Options"). In no event
shall any Outside Directors' Options be granted subsequent to April 17, 2000.

          B. MINIMUM PURCHASE PRICE. The exercise price per share of the Outside
Directors' Options shall not be less than the fair market value per share of
Common Stock on the date of such grant. If, at the time an Outside Director's
Option is granted under the Plan, the Company's Common Stock is publicly traded,
"fair market value" shall be determined as of the last business day for which
the prices or quotes discussed in this sentence are available prior to the date
such Outside Director's Option is granted and shall mean (i) the last reported
sales price of the Common Stock on the principal national securities exchange on
which the Common Stock is traded, if the Common Stock is then traded on a
national securities exchange; or (ii) the last reported sale price (on that
date) of the Common Stock on the NASDAQ National Market List, if the Common
Stock is not then traded on a national securities exchange; or (iii) the closing
bid price (or the average of bid prices) last quoted (on that date) by an
established quotation service for over-the-counter securities, if the Common
Stock is not reported on the NASDAQ National Market List. However, if the Common
Stock is not publicly traded at the time an Outside Director's Option is granted
under the Plan, "fair market value" shall be the average of the three most
recent sale and offer prices of the Common Stock in private transactions
negotiated at arm's length.

         C. DURATION OF OUTSIDE  DIRECTORS'  OPTIONS.  Each Outside  Director's
Option shall expire seven (7) years from the date of grant; otherwise, an
Outside Director's Option shall not be subject to forfeiture or termination.

         D. EXERCISE. An outside director may exercise an Outside Director's
Option, if exercisable, by providing written notice to the Company addressed to
the Secretary of the Company at the Company's corporate office. The written
notice shall specify the number of options being exercised, and by paying the
full exercise price. The written notice shall also


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include such written representations, warranties and covenants as may be
required by the Company, Company counsel or the applicable Administrator.

         E.  MAINTAIN  NON-ISO  STATUS.  The  applicable   Administrator  shall
take whatever actions it deems necessary, under Section 422A of the Code and the
regulations promulgated thereunder, to ensure that any such Outside Director's
Option is not treated as an ISO.

         F.  TERMINATION.  Upon the  termination  of the Plan or the
unavailability of shares of Common Stock for issuance under the Plan, no
additional Outside Directors' Options shall be granted.

9. WRITTEN AGREEMENTS. Stock Rights shall be evidenced by instruments (which
need not be identical) in such forms as the applicable Administrator may from
time to time approve. Such instruments shall conform to such terms, conditions
and provisions as are applicable hereunder and may contain such other terms and
conditions and provisions as the applicable Administrator deems advisable which
are not inconsistent with the Plan, including restrictions applicable to shares
of Common Stock issuable upon exercise of Stock Rights and the payment, if
applicable, of any legal form of consideration (including, without limitation,
whether payment must be in cash or by tendering shares of Common Stock). A Stock
Right may provide for acceleration of exercise in the event of a change in
control of the Company, in the discretion of and as defined by the applicable
Administrator. The applicable Administrator may from time to time confer
authority and responsibility on one or more of its own members and/or one or
more officers of the Company to execute and deliver such instruments. The proper
officers of the Company are authorized and directed to take any and all action
necessary or advisable from time to time to carry out the terms of such
instruments.

10. ADJUSTMENTS. Upon the happening of any of the following described events, an
Optionee's rights with respect to Options granted to him hereunder, and the
recipient's rights with respect to Common Stock to be acquired (or used for
measurement purposes) pursuant to the exercise of SARs or Units, or to be
acquired pursuant to a Purchase or Award hereunder, shall be adjusted as
hereinafter provided, unless otherwise specifically provided, in addition or to
the contrary, in the written agreement between the recipient and the Company
relating to such Stock Right.

         A. CERTAIN CORPORATE EVENTS. In the event shares of Common Stock shall
be subdivided or combined into a greater or smaller number of shares or if, upon
a merger, consolidation, reorganization, split-up, liquidation, combination,
recapitalization or the like of the Company, the shares of Common Stock shall be
exchanged for other securities of the Company or of another corporation, or
exchanged for assets (including cash), each grantee of a Stock Right shall be
entitled, subject to the conditions herein stated, to purchase (or have used for
measurement purposes) such number of shares of Common Stock, amount of other
securities of the Company or such other corporation, or assets (including cash),
as were exchangeable for the number of shares of Common Stock which such grantee
would have been entitled to purchase (or have used for measurement purposes)
except for such action, and appropriate adjustments shall be made in the
purchase price per share to reflect such subdivision, combination or exchange.

         B. STOCK DIVIDENDS. In the event the Company shall issue any of its
shares as a stock dividend upon or with respect to the shares of stock of the
class which at the time shall be subject to a Stock Right hereunder, each
grantee upon exercising a Stock Right shall be entitled to receive (for the
purchase price paid upon such exercise) (or have used for measurement purposes)
the shares or other consideration as to which he is exercising his Stock Right
and, in addition thereto (at no additional cost), such number of shares of the
class or classes in which such stock dividend or dividends were declared or
paid, and such amount of cash in lieu of fractional shares, or other
consideration as he would have received if he had been the holder of the shares
as to which he is exercising (or which are used for measurement in connection
with) his Stock Right at all times between the date of grant of such Stock Right
and the date of its exercise.

         C. NEW SECURITIES. If any person or entity owning restricted Common
Stock obtained by exercise of a Stock Right made hereunder receives new or
additional or different shares or securities ("New Securities") in connection
with a corporate transaction described in subparagraph A above or a stock
dividend described in subparagraph B above as a result of owning such restricted
Common Stock, such New Securities shall be subject to all of the conditions and
restrictions applicable to the restricted Common Stock with respect to which
such New Securities were issued.

         D. CASH  DIVIDENDS.  No  adjustments  shall be made for dividends  paid
in cash or in property other than securities of the Company, unless specified to
the contrary by the applicable Administrator in the instrument evidencing such
Stock Right.

         E. FRACTIONAL SHARES. No fractional shares shall actually be issued
under the Plan. Any fractional shares which, but for this subparagraph E, would
have been issued to a grantee pursuant to a Stock Right shall be deemed to have
been issued and immediately sold to the Company for their fair market value, and
the grantee shall receive from the Company cash in lieu of such fractional
shares.

         F. ADJUSTMENTS. Upon the happening of any of the foregoing events
described in subparagraphs A or B above, the class and aggregate number of
shares set forth in paragraph 3 hereof that are subject to Stock Rights which
previously have been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in such subparagraphs.
The Board shall determine the specific adjustments to be made under this
paragraph 10 and, subject to paragraph 4(H), its determination shall be
conclusive.


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<PAGE>

11. MEANS OF EXERCISING STOCK RIGHTS. A Stock Right (or any part or installment
thereof) shall be exercised as specified in the written instrument granting such
Stock Right, which instrument may specify any legal method of exercise and any
method of payment of the exercise price, including, without limitation, the
payment of the exercise price by tendering outstanding shares of Common Stock or
shares of Common Stock received upon exercise of a Stock Right. In the
discretion of the Administrator, payment may also be made by delivering a
properly executed exercise notice to the Company together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay the exercise price. To facilitate the
foregoing, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms. The holder of a Stock Right exercisable for shares
shall not have the rights of a shareholder with respect to the shares covered by
his Stock Right until the date of issuance of a stock certificate to him for
such shares. Except as expressly provided above in paragraph 10 with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.

12. TRANSFERABILITY OF STOCK RIGHTS. Except as otherwise provided in the Plan,
by the Administrator or in the written instrument granting the Stock Right, no
Stock Right granted under the Plan shall be transferable by an Optionee other
than by (i) will or the laws of descent and distribution, or (ii) pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder.

13. TERM OF THE PLAN. This Plan was adopted by the Board on February 24, 1995,
subject to approval of the Plan by the holders of a majority of the outstanding
shares of the Company at the next meeting of shareholders present in person or
by proxy at the next meeting of shareholders. Stock Rights may be granted under
the Plan at any time after February 24, 1995, even if prior to the date of
shareholder approval of the Plan; PROVIDED, HOWEVER, that such date shall not be
prior to the date on which the applicable Administrator acts to approve the
grant or award of such Stock Rights (other than Outside Directors' Options, the
grant of which are not subject to the applicable Administrator's approval). If
the requisite shareholder approval is not obtained by July 1, 1995, any grants
of ISOs under the Plan and any grants of Stock Rights (including Outside
Directors Options) to officers and directors, as the case may be, made prior to
that date will be automatically rescinded.

14. TERMINATION; AMENDMENT. The Board may terminate or amend the Plan in any
respect at any time, except that no amendment shall, without the approval of the
holders of a majority of the shares entitled to vote and that voted for or
against or expressly abstained with respect to the amendment of the Plan,
increase the total number of shares which may be issued under the Plan

15. APPLICATION OF FUNDS. The cash proceeds, if any, received by the Company
from the sale of shares pursuant to Stock Rights authorized under the Plan shall
be used for general corporate purposes.

16. GOVERNMENTAL REGULATION. The Company's obligation to sell and deliver shares
of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares. If the Company, in its sole discretion, shall determine
that it is necessary, to comply with applicable securities laws, the certificate
or certificates representing shares purchased pursuant to the exercise of a
Stock Right shall bear an appropriate legend in form and substance, as
determined by the Company, giving notice of applicable restrictions on transfer
under or with respect to such securities laws. The Company's obligation to
transfer or register the transfer or disposition of any shares of Common Stock
issued under the Plan is further subject to the Company's determination that
such transfer or disposition is in compliance with all applicable securities
laws. Notwithstanding anything to the contrary expressed in this Plan, any
provisions hereof that vary from or conflict with any applicable Federal or
state securities laws (including any regulations promulgated thereunder) shall
be deemed to be modified to conform to and comply with such laws.

         17. WITHHOLDING OF ADDITIONAL INCOME TAXES. Each Optionee shall, no
later than the date as of which the value of the Stock Right or of any Common
Stock or other amount received thereunder first becomes includable in the gross
income of the Optionee for Federal income tax purposes, pay to the Company, or
make arrangements satisfactory to the Administrators regarding payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to such income. The Administrators may permit payment of such taxes to
be made through the tender of cash or securities, the withholding of Common
Stock or any other arrangement satisfactory to the Administrators. The Company
and its subsidiaries shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the
Optionee.

18. GOVERNING LAW; CONSTRUCTION. The validity and construction of the Plan and
the instruments evidencing Stock Rights shall be governed by the laws of the
State of Texas. In construing this Plan, the singular shall include the plural
and the masculine gender shall include the feminine and neuter, unless the
context otherwise requires.


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<PAGE>

19. INDEMNIFICATION. No member of the Board of Directors or any Administrator
shall be liable for any action or determination taken or made in good faith with
respect to this Plan nor shall any member of the Board of Directors or any
Administrator be liable for any agreement or instrument issued pursuant to this
Plan or any grants under it. Without limiting any other rights to
indemnification, each member of the Board of Directors and each administrator
shall be indemnified by the Company against any losses incurred in such
administration of this Plan to the fullest extent permitted by the Texas
Business Corporation Act, as amended.

20.      CHANGE OF CONTROL; ACCELERATION OF VESTING

         A. The Administrators, in their sole discretion, may provide in the
instrument evidencing the Stock Right that with respect to any Stock Right
(other than with respect to Directors' Options) any or all of the following
actions may occur as a result of, or in anticipation of, any Change in Control
to assure fair and equitable treatment of Optionees:

                  (i)      acceleration  of time periods for purposes of vesting
in, or realizing gain from, any outstanding Stock Right made pursuant to this
Plan;

                  (ii) waiver of restrictions and conditions applicable to Stock
Rights, subject to compliance with applicable state and federal securities laws

                  (iii) purchase of any outstanding Stock Right made pursuant to
this Plan from the holder of its equivalent cash value, as determined by the
Administrators, as of the effective date of the Change in Control; and

                  (iv) adjustments or modifications to outstanding Stock Right
as the Administrators deem appropriate to maintain and protect the rights and
interests of the Optionees.

         B. The Administrators may at any time accelerate the exercisability of
any Stock Right to an Optionee (if applicable) and may waive restrictions and
conditions on Stock Rights (if applicable) to Optionees to the extent it shall
in its sole discretion determine (other than with respect to Directors'
Options).

         C.       For  purposes of this  Section,  a "Change in Control"  shall
mean the occurrence of any of the following events:

                           (i) any "person" (as such term is used in Sections
                  13(d) and 14(d) of the Exchange Act (other than the Company,
                  any trustee or other fiduciary holding securities under an
                  employee benefit plan of the Company, or any company owned,
                  directly or indirectly, by the stockholders of the Company in
                  substantially the same proportions as their ownership of the
                  Stock of the Company), is or becomes the "beneficial owner"
                  (as defined in Rule 13d-3 under the Exchange Act), directly or
                  indirectly, of securities of the Company (not including in the
                  securities beneficially owned by such person any securities
                  acquired directly from the Company or its affiliates)
                  representing more than 50% of the combined voting power of the
                  Company's then outstanding voting securities; provided,
                  however, a Change of Control shall not be deemed to occur
                  solely because such person acquired beneficial ownership of
                  more than 50% of the combined voting power of the Company's
                  then outstanding voting securities as a result of the
                  acquisition of voting securities by the Company, which by
                  reducing the number of voting securities outstanding,
                  increases the proportional number of shares beneficially owned
                  by such person, provided that if a Change of Control would
                  occur (but for the operation of this sentence) as a result of
                  the acquisition of voting securities by the Company, and after
                  such share acquisition by the Company, such person becomes the
                  beneficial owner of any additional voting securities which
                  increases the percentage of the then outstanding voting
                  securities beneficially owned by such person, then a Change of
                  Control shall occur;

                           (ii)     all or  substantially  all of the assets and
                  business of the Company are sold, transferred or assigned to,
                  or otherwise acquired by, any other entity or entities; or

                           (iii) a merger, consolidation or reorganization of
                  the Company with any other corporation, other than a merger,
                  consolidation or reorganization which would result in the
                  shareholders of the Company immediately before such merger,
                  consolidation or reorganization, owning, directly or
                  indirectly immediately following such merger, consolidation or
                  reorganization, at least 60% of the combined voting power of
                  the voting securities of the Company or such surviving entity
                  outstanding immediately after such


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<PAGE>

                  merger, consolidation or reorganization in substantially the
                  same proportion as their ownership of the voting securities
                  immediately before such merger, consolidation, or
                  reorganization.

                  Notwithstanding the foregoing, in no event shall the
distribution by the Company to its shareholders of stock in a subsidiary be
deemed a Change in Control.

21.      STOCK  CERTIFICATES.  The Company shall not be required to issue or
deliver any certificate for shares of Stock under this Plan or of any portion
thereof prior to fulfillment of all of the following conditions:

         (a) The admission of such shares to listing or quotation on all stock
exchanges or automated quotation systems on which the Stock is then listed or
quoted, if any;

         (b) The completion of any registration or other qualification of such
shares under any Federal or state law, under the rulings or regulations of the
Securities and Exchange Commission, or under any other governmental regulatory
agency which the Administrators shall in their sole discretion determine to be
necessary or advisable;

         (c) The obtaining of any approval or other clearance from any Federal
or state governmental agency which the Administrators shall in their sole
discretion determine to be necessary or advisable; and

         (d) The lapse of such reasonable period of time following the exercise
of the grant as the Administrators from time to time may establish for reasons
of administrative convenience.

         If these conditions are not satisfied the Optionee may lose his rights
to such Stock as determined by the Administrators.








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</TEXT>
</DOCUMENT>
