Republic Mortgage Ins. Co. Profit Sharing Plan

Exhibit 10


Prototype - ------------------------------------------------------


FLEXINVEST(R)


Defined Contribution Plan
-------------------------


MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
PROTOTYPE FLEXINVEST(R)DEFINED CONTRIBUTION PLAN


PART I DEFINITIONS PART II CREDITING SERVICE PART III ELIGIBILITY AND PARTICIPATION PART IV CONTRIBUTIONS PART V LIMITATION ON ALLOCATIONS PART VI PLAN INVESTMENT - CONTRACT PART VII PLAN INVESTMENT - POLICIES PART VIII PARTICIPANT'S ACCOUNTS PART IX VESTING PART X IN-SERVICE WITHDRAWALS PART XI PARTICIPANT LOANS PART XII TERMINATION OF EMPLOYMENT PART XIII FORFEITURES PART XIV RETIREMENT BENEFITS PART XV MINIMUM DISTRIBUTION REQUIREMENTS PART XVI DEATH BENEFITS PART XVII TOP-HEAVY REQUIREMENTS PART XVIII INSURANCE COMPANY PART XIX AMENDMENT, TERMINATION, MERGER, ETC. OF PLAN PART XX ADMINISTRATION OF PLAN PART XXI MISCELLANEOUS PART XXII TRANSITIONAL RULES PART XXIII ELIGIBLE ROLLOVERS


Copyright 1994 by Massachusetts Mutual Life Insurance Company. All Rights Reserved. No reproduction of provisions in this document are permitted without the express written consent of Massachusetts Mutual Life Insurance Company, Springfield, Massachusetts 01111-0001.


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MASSACHUSETTS MUTUAL PROTOTYPE FLEXINVEST(R)
DEFINED CONTRIBUTION PLAN


Table of Contents


INTRODUCTION PAGE


Prototype Defined Contribution Plan 1
Purpose of Plan 1


PART I - DEFINITIONS


1.1 Administrator 2
1.2 Anniversary Date 2
1.3 Annual Additions 2
1.4 Automatic Joint and Survivor Annuity 2
1.5 Beneficiary 2
1.6 Business Day 3
1.7 Code 3
1.8 Company 3
1.9 Company Annual Contributions 3
1.10 Company Matching Contributions 3
1.11 Company Qualified Nonelective Contributions 3
1.12 Company Supplemental Contributions 3
1.13 Compensation 4
1.14 Contract 7
1.15 Effective Date 7
1.16 Election Period 7
1.17 Employee 7
1.18 Employer 7
1.19 Entry Date 8
1.20 Excess Aggregate Contributions 8
1.21 Excess Amount 8
1.22 Highly Compensated Employee 8
1.23 Hour of Service 9
1.24 Insurance Company 10
1.25 Leased Employee 11
1.26 Limitation Year 11
1.27 Maximum Permissible Amount 11
1.28 One-Year Break in Service 12
1.29 Participant 12
1.30 Participant Matched Contributions 12
1.31 Participant Nondeductible Voluntary
Contributions 12
1.32 Participant Supplemental Contributions 12
1.33 Plan 12
1.34 Plan Year 12
1.35 Policy 12
1.36 Prototype Plan 12
1.37 Qualified Election 12
1.38 Spouse 13
1.39 Termination of Employment 13
1.40 Valuation Date 13
1.41 Year of Service 13


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PART II - CREDITING SERVICE


2.1 General Method of Crediting Service 14
2.2 Equivalency Methods Based Upon Periods
of Employment 14
2.3 One Method of Crediting Service for All
Employees 14
2.4 Service With a Predecessor Company 14


PART III - ELIGIBILITY AND PARTICIPATION


3.1 Eligibility 14
3.2 Eligibility Computation Period 15
3.3 Break in Service/Return to Service 15
3.4 Notification of Eligible Employees 16
3.5 Conditions of Continued Participation 16


PART IV - CONTRIBUTIONS


4.1 Contributions to the Plan 16
4.2 Profit-Sharing Plans 17
4.3 Limitations on Company and Participant
Contributions 17
4.4 Excess Aggregate Contributions 19
4.5 Timing 21
4.6 Return of Contributions 21
4.7 Rollover Contributions 21
4.8 Transfers of Amounts from Other Plans 22
4.9 Participant Deductible Voluntary
Contributions 22
4.10 Additional Requirements for Owner-Employees 23
4.11 Permitted Disparity 23


PART V - LIMITATION ON ALLOCATIONS


5.1 Maximum Permissible Amount 25
5.2 Estimate of Maximum 25
5.3 Reconciliation 25
5.4 Excess Amounts 25
5.5 If Company Maintains Other
Defined Contribution Plans 26
5.6 If Company Maintains Other Plans 27
5.7 Controlled Group of Employers, Etc. 28
5.8 Definitions 28


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PART VI - PLAN INVESTMENT - CONTRACT


6.1 Funding Policy 29
6.2 Contract 30
6.3 Insurance Company's Authority to Direct
Investments 30
6.4 Participant-Directed Investments 31
6.5 Combining Assets of More Than One Plan
in a Single Contract 32


PART VII - PLAN INVESTMENT - POLICIES


7.1 Request of Participant 32
7.2 Limitations on Purchase 32
7.3 Company is Owner 33
7.4 Premium Payments 33
7.5 Dividends 33
7.6 Distribution of Policies 34
7.7 Change in Amount of Insurance 34
7.8 Policies upon Termination of Employment 34


PART VIII - PARTICIPANT'S ACCOUNTS


8.1 Participant's Accounts 34
8.2 Valuation of Accounts 35


PART IX - VESTING


9.1 Full Vesting in Certain Separate Accounts 35
9.2 Vesting in Participant's Accounts
Attributable to Company Contributions 36
9.3 Vesting Years of Service/Breaks in Service 36


PART X - IN-SERVICE WITHDRAWALS


10.1 In General 37
10.2 Sequence and Conditions for Withdrawal 37
10.3 No Forfeiture of Participant's Account
Attributable to Participant Contributions 38


PART XI - PARTICIPANT LOANS


11.1 In General 38
11.2 Application for Loans 39
11.3 Amount of Loan 39
11.4 Interest Rates 40
11.5 Repayments 40
11.6 Default and/or Acceleration 40


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PART XII - TERMINATION OF EMPLOYMENT


12.1 Notice of Termination of Employment 41
12.2 Amount of Participant's Benefit 41
12.3 Participant's Election of a Form of Benefit 41
12.4 Forfeiture of Nonvested Portion of
Participant's Account 42
12.5 Repayment 43


PART XIII - FORFEITURES


13.1 Occurrence of Forfeiture 44
13.2 Application of Forfeitures 44


PART XIV - RETIREMENT BENEFITS


14.1 Normal Form of Benefit 44
14.2 Optional Forms of Benefit 45
14.3 Notice Requirements 45
14.4 Special Rule for Profit-Sharing Plans 46
14.5 Amount of Retirement Benefit 46
14.6 Participant Election of a Retirement Date 46
14.7 Participant's Right to Defer Retirement 47
14.8 Distribution of Retirement Benefits 47


PART XV - MINIMUM DISTRIBUTION REQUIREMENTS


15.1 Required Beginning Date 48
15.2 Distribution of Benefits 48
15.3 Definitions, Minimum Distributions 49


PART XVI - DEATH BENEFITS


16.1 Preretirement Death of a Participant 49
16.2 Preretirement Survivor Annuity 51
16.3 Post-retirement Death of a Participant 52
16.4 Designation of a Beneficiary 52


PART XVII - TOP-HEAVY REQUIREMENTS


17.1 In General 52
17.2 Minimum Contribution Under a Top-Heavy Plan 52
17.3 Nonforfeitability of Minimum Contribution 53
17.4 Top-Heavy Vesting 53
17.5 Top-Heavy Definitions 53


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PART XVIII - INSURANCE COMPANY


18.1 Not a Party 56
18.2 Not Responsible for the Acts of the
Company or Administrator 57
18.3 Reliance on Signatures 57
18.4 Acquittance 57
18.5 Duties of Insurance Company 57
18.6 Plan Controls 57


PART XIX - AMENDMENT, TERMINATION, MERGER, ETC. OF PLAN


19.1 Permanency 57
19.2 Amendment by Insurance Company 57
19.3 Permissible Amendments by Company 58
19.4 Restrictions on Amendments 58
19.5 Termination of Plan 59
19.6 Full Vesting Upon Termination 59
19.7 Merger, Consolidation or Transfer
of Plan Assets 60


PART XX- ADMINISTRATION OF PLAN


20.1 Appointment of Administrator 60
20.2 Administrator's Powers and Duties 61
20.3 Delegation of Administrative
Responsibilities 62
20.4 Bonding 62
20.5 Fiduciary Liability Insurance
and Indemnification 62
20.6 Compensation of Administrator 63
20.7 Service of Legal Process 63
20.8 Company Census Report 63
20.9 Information About Plan 63
20.10 Information About Participants
and Beneficiaries 63
20.11 Claim for Benefits 64
20.12 Claims Review Procedure 64
20.13 Missing Participants or Beneficiaries 65


PART XXI - MISCELLANEOUS


21.1 Assignment or Alienation 65
21.2 Responsibility for Qualification of Plan 65
21.3 Original Document 66
21.4 State Law 66
21.5 Not an Employment Contract 66
21.6 Word Usage 66
21.7 Interpretation of Plan 66
21.8 Headings 66


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PART XXII - TRANSITIONAL RULES


22.1 Commencement of Benefits 66
22.2 Distribution of Benefits 68


PART XXIII - ELIGIBLE ROLLOVERS


23.1 Eligible Rollovers 69
23.2 Definitions 69


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MONEY PURCHASE AND PROFIT-SHARING PLANS ADOPTION AGREEMENT
For Both Integrated and Non-Integrated Plans


(A) Plan Name
(B) Controlled Groups/Affiliated Employers
(C) Dates
(D) Eligibility for Participation
(E) Compensation
(F) Retirement
(G) Participant Contributions
(H) Company Contributions
(I) Forfeitures
(J) Investment Allocation
(K) Policies
(L) In-Service Withdrawals
(M) Loans
(N) Special Top-Heavy Elections
(O) Vesting
(P) Participant's Account Upon Termination of
Employment
(Q) Limitation on Allocating Contributions
(R) Present Value of Accrued Benefits
(S) Adoption Contingent on IRS Approval


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Massachusetts Mutual Life Insurance Company


PROTOTYPE FLEXINVEST(R)DEFINED CONTRIBUTION PLAN
Established Under Revenue Procedure 89-9
IRS Serial Nos. D357472a & D357472b (Profit Sharing Plan) and
D357473a & D357473b (Money Purchase Plan)


Massachusetts Mutual Life Insurance Company of Springfield, Massachusetts ("MassMutual") has prepared this Defined Contribution Plan for Employers interested in providing retirement and other incidental life insurance benefits for their Employees. Any Company may adopt this Plan, provided that it executes an agreement, hereinafter referred to as the Adoption Agreement, delivers a copy of the executed Adoption Agreement to MassMutual and agrees to conform to and abide by all of the terms and provisions of this Plan. The Employer must also apply for and have issued to it a group annuity contract to fund the Plan and to provide benefits under the Plan. The Employer may also apply for and have issued to it individual life insurance Policies.


MassMutual has received a favorable Opinion Letter for this Prototype plan from the Internal Revenue Service in accordance with Revenue Procedure 89-9 and Announcement 89-118. A copy of that Opinion Letter is contained in the Adoption Agreement. MassMutual strongly suggests that the adopting Company file with the appropriate Internal Revenue Service Key District Office for a Determination Letter. See IRS Notices 90-73 and 89-65, Section 3, and Rev. Proc. 90-20 for more detailed information on the requirements for obtaining continued reliance upon this document.


PURPOSE OF PLAN


The Company establishes this Plan to provide funds for its Employees' retirement and to provide funds for their Beneficiaries in the event of death. The benefits provided in this Plan shall be paid from a Contract and Policies issued to the Company. The Plan and the Contract and Policies forming a part hereof are established and shall be maintained for the exclusive benefit of eligible Employees and their Beneficiaries. If the Company adopts this Plan as an amendment to an existing plan, the existing plan shall be superseded by this Plan.


This Plan and any related documents are instruments having IMPORTANT FINANCIAL, LEGAL AND TAX IMPLICATIONS. Neither MassMutual, nor its representatives can give assurances that the adoption of this Plan shall create a qualified Plan for a particular Company. Each Company must assume responsibility for the tax or legal aspects pertaining to its Plan. EACH COMPANY SHOULD CONSULT ITS OWN ATTORNEY FOR LEGAL ADVICE.


References to Parts and to numbered Paragraphs relate to the Plan document and those made to Sections relate to the Adoption Agreement.


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PART I - DEFINITIONS


1.1 ADMINISTRATOR - The person or persons designated by the
Company in accordance with Paragraph 20.1 to manage the
Plan. If no person is appointed, the Administrator shall be the
Company.


1.2 ANNIVERSARY DATE - The first day of each Plan Year designated in
Section (C)(2) by the Company.


1.3 ANNUAL ADDITIONS - The sum of the following amounts credited
to a Participant's Account for the Limitation Year:


(a) Company contributions,


(b) Participant contributions,


(c) Forfeitures, and


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


For this purpose, any Excess Amount applied under Paragraphs 5.4
or 5.5 in the Limitation Year to reduce Company contributions
shall be considered Annual Additions for such Limitation Year.


The Annual Addition for any Limitation Year beginning before
January 1, 1987 shall not be recomputed to treat all Participant
contributions as an Annual Addition.


1.4 AUTOMATIC JOINT AND SURVIVOR ANNUITY - An immediate annuity
for the life of the Participant with a survivor annuity for the
life of the Participant's Spouse which is not less than 50
percent and not more than 100 percent of the amount of the
annuity which is payable during the joint lives of the
Participant and his Spouse, and which is the amount of benefit
which can be purchased with the Participant's vested account
balance. The percentage of the survivor annuity under the Plan
shall be 50 percent (unless a different percentage is elected by
the Company in Section (F)(5)(a)).


1.5 BENEFICIARY - The person or persons designated under Paragraph
16.4 in accordance with Code Section 401(a)(9)


2


(and the regulations thereunder), to receive any benefits under
the Plan on account of the death of the Participant. If any
Policy is issued hereunder on the life of a Participant, the
Beneficiary thereunder shall be designated separately under such
Policy.


1.6 BUSINESS DAY - A day on which the Insurance Company, the New
York Stock Exchange and the American Stock Exchange are open for
business.


1.7 CODE - The Internal Revenue Code of 1986, as amended.


1.8 COMPANY - The Employer adopting this Plan.


1.9 COMPANY ANNUAL CONTRIBUTIONS - (Money Purchase Plans Only) -
If elected in Section (H), contributions which the Company is
required to make on behalf of each Participant who has completed
at least 1,000 Hours of Service during the Plan Year. The Company
shall contribute to the Plan, for each Plan Year, Company Annual
Contributions in an amount determined in accordance with the
contribution formula elected in Section (H).


(Profit-Sharing Plans Only). If elected in Section (H), the
Company may contribute to the Plan, for each Plan Year, in
accordance with the formula elected in Section (H). The
Administrator shall allocate Company Annual Contributions to
Participants' Accounts in accordance with the allocation formula
elected in Section (H). Company Annual Contributions shall be
allocated to the Account of each Participant who has completed
the requirements elected in Section (H).


1.10 COMPANY MATCHING CONTRIBUTIONS - If elected in Section (H),
the Company may contribute money to match the Participant Matched
Contributions. The amount of the contribution shall be determined
in accordance with the formula elected in Section (H).


1.11 COMPANY QUALIFIED NONELECTIVE CONTRIBUTIONS - If elected in
Section (H), the Company may elect to make an extra annual
contribution to the Plan in accordance with the formula elected
in Section (H). These contributions are nonforfeitable when made,
and are distributable only in accordance with the distribution
provisions of Code Section 401(k).


In addition, in accordance with Paragraph 4.4(a), a Company may
make Qualified Nonelective Contributions on behalf of non-Highly
Compensated Employees that are sufficient to satisfy the Actual
Contribution Percentage test, pursuant to regulati ...