                               SECOND AMENDED AND RESTATED
                                 ALAMOSA HOLDINGS, INC.
                              EMPLOYEE STOCK PURCHASE PLAN

             1. Purpose. The Alamosa Holdings, Inc. Employee Stock Purchase Plan was
    established for the benefit of employees of Alamosa Holdings, Inc., a Delaware
    corporation (the "Company"), and its Designated Subsidiaries. The Alamosa
    Holdings, Inc. Employee Stock Purchase Plan was amended and restated effective
    June 2, 2004 (the "Plan"). The Plan is intended to provide the employees of an
    Employer with an opportunity to purchase common shares, par value $0.01, of the
    Company (the "Shares"). It is the intention of the Company that the Plan qualify
    as an "employee stock purchase plan" within the meaning of Section 423 of the
    Internal Revenue Code of 1986, as amended (the "Code"), and the provisions of
    the Plan shall be construed in a manner consistent with the requirements of such
    Section of the Code.

             2.       Definitions.

             a.       "Board" shall mean the Board of Directors of the Company.

             b. "Change in Capitalization" shall mean any increase, reduction, or
    change or exchange of Shares for a different number or kind of shares or other
    securities of the Company by reason of a reclassification, recapitalization,
    merger, consolidation, reorganization, share dividend, share split or reverse
    share split, combination or exchange of shares, repurchase of Shares, change in
    corporate structure or otherwise.

             c. "Change of Control" means any of the following: (i) Continuing
    Directors cease to constitute at least fifty percent (50%) of the members of the
    Board; (ii) the stockholders of the Company approve any plan or proposal for the
    liquidation or dissolution of the Company; (iii) any consolidation, merger or
    share exchange of the Company in which the Company is not the continuing or
    surviving corporation or pursuant to which Company Shares would be converted
    into cash, securities or other property; or (iv) any sale, lease, exchange or
    other transfer (excluding transfer by way of pledge or hypothecation) in one
    transaction or a series of related transactions, of all or substantially all of
    the assets of the Company; provided, however, that a transaction described in
    clause (iii) or (iv) shall not constitute a Change in Control hereunder if after
    such transaction (I) Continuing Directors constitute at least fifty percent
    (50%) of the members of the Board of Directors of the continuing, surviving or
    acquiring entity, as the case may be or, if such entity has a parent entity
    directly or indirectly holding at least a majority of the voting power of the
    voting securities of the continuing, surviving or acquiring entity, Continuing
    Directors constitute at least fifty percent (50%) of the members of the Board of
    Directors of the entity that is the ultimate parent of the continuing, surviving
    or acquiring entity, and (II) the continuing, surviving or acquiring entity (or
    the ultimate parent of such continuing, surviving or acquiring entity) assumes
    all outstanding options under this Plan; provided, further, that a transaction
    described in clause (iv) shall not constitute a Change in Control hereunder if
    such transaction occurs upon or as a result of a default by the Company or any
    of its affiliates under (a) any credit agreement or related agreement among the
    Company or any of its affiliates or successors and Nortel Networks Inc. or any
    other lender, whether or not such credit agreement or related agreement exists
    on the date of this Plan, or (b) any management agreement or related agreement
    among the Company any or any of its affiliates or successors and Sprint
    Spectrum, LP, SprintCom, Inc., WirelessCo, LP, Sprint Communications Company, LP
    or any of their affiliates or successors, whether or not such management
    agreement or related agreement exists on the date of this Plan. "Continuing
    Directors" means Board members who (x) at the date of this Plan were directors
    or (y) become directors after the date of this Plan and whose election or
    nomination for

    election by the Company's stockholders was approved by a vote of a majority of
    the directors then in office who were directors at the date of this Plan or
    whose election or nomination for election was previously so approved.

             d. "Code" shall mean the Internal Revenue Code of 1986, as amended from
    time to time.

             e. "Committee" shall mean the Compensation Committee or any other
    committee of members of the Board appointed by the Board to administer the Plan
    and to perform the functions set forth herein.

             f. "Company" shall mean Alamosa Holdings, Inc., a corporation organized
    under the laws of the State of Delaware, or any successor corporation.

             g. "Compensation" shall mean any earnings reportable as W-2 wages for
    Federal income tax withholding purposes and any elective contributions made by
    the Participant's Employer on the Participant's behalf to the Alamosa PCS
    Contributions Savings Plan (or any successor plan thereto).

             h. "Continuous Status as an Employee" shall mean the absence of any
    interruption or termination of service as an Employee. Continuous Status as an
    Employee shall not be considered interrupted in the case of a leave of absence
    agreed to in writing by the Employee's Employer, if such leave is for a
    continuous period of not more than one year or re-employment upon the expiration
    of such leave is guaranteed by contract or statute.

             i. "Designated Subsidiaries" shall mean the subsidiaries of the Company
    which have been designated by the Board from time to time in its sole discretion
    as eligible to participate in the Plan, which may include corporations which
    become subsidiaries of the Company after the adoption of the Plan.

             j. "Employee" shall mean any person, including an officer, who as of an
    Offering Date has been regularly employed on a full-time basis by the Company, a
    wholly owned Subsidiary of the Company or a Designated Subsidiary of the Company
    for at least six months; provided, however, that an Employee shall not include
    any individual whose customary period of employment is for five months or less
    in any calendar year.

             k. "Employer" shall mean, as to any particular Employee, the
    corporation which employs such Employee, whether it is the Company, a wholly
    owned Subsidiary of the Company or a Designated Subsidiary of the Company.

             l. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
    amended.

             m. "Exercise Date" shall mean the last business day of each Purchase
    Period, except as the Committee may otherwise provide.

             n. "Fair Market Value" per Share as of a particular date shall mean (i)
    the closing sales price per Share on such date, as reported by the Composite
    Transactions reporting system or if not so reported, as reported by the New York
    Stock Exchange or (ii) in the event the Shares are not traded on such date, the
    closing price per Share, as so reported in the immediately preceding date on
    which trading occurred, or if not so reported, as reported by any national
    securities exchange on which the Shares are listed.

             o. "Offering Date" shall mean the first Trading Day of each Offering
    Period of the Plan. The Offering Date of an Offering Period is the grant date
    for the options offered in such Offering Period.

             p. "Offering Period" shall mean a period as described in Section 4
    hereof.

             q. "Parent" shall mean any corporation (other than the Company) in an
    unbroken chain of corporations ending with the Company if, at the time of
    granting an option, each of the corporations other than the Company owns shares
    possessing 50% or more of the total combined voting power of all classes of
    shares in one of the other corporations in such chain.

             r. "Participant" shall mean an Employee who participates in the Plan.

             s. "Plan" shall mean the Alamosa Holdings, Inc. Employee Stock Purchase
    Plan, as amended from time to time.

             t. "Plan Year" shall mean the calendar year.

             u. "Purchase Period" shall mean each approximately six-month period,
    within an Offering Period, commencing on the Trading Day next following the last
    previous Exercise Date in such Offering Period and ending with the next Exercise
    Date in such Offering Period, except that the first Purchase Period of any
    Offering Period shall commence on the first Trading Day of such Offering Period
    and end with the next Exercise Date. The first Purchase Period of the first
    Offering Period under the Plan shall commence on April 2, 2001 and shall end on
    August 31, 2001.

             v. "Shares" shall mean shares of the common stock, par value $.01 per
    share, of the Company.

             w. "Subsidiary" shall mean any corporation (other than the Company) in
    an unbroken chain of corporations beginning with the Company if, at the time of
    granting an option, each of the corporations other than the last corporation in
    the unbroken chain owns shares possessing fifty percent (50%) or more of the
    total combined voting power of all classes of shares in one of the other
    corporations in such chain.

             x. "Trading Day" shall mean a day on which national stock exchanges and
    the NASDAQ system are open for trading.

             y. "Year of Service" shall mean each successive period of twelve
    consecutive months (from an Employee's original employment date) during which
    the Employee's hours of employment are 1,000 hours or more.

             3. Eligibility.

             a. Subject to the requirements of Section 3.b. hereof, any person who
    is an Employee as of an Offering Date shall be eligible to participate in the
    Plan and be granted an option for the Offering Period commencing on such
    Offering Date.

             b. Notwithstanding any provisions of the Plan to the contrary, no
    Employee shall be granted an option under the Plan if, immediately after the
    grant, (i) such Employee (or any other

    person whose shares would be attributed to such Employee pursuant to Section
    424(d) of the Code) would own shares and/or hold outstanding options to purchase
    shares possessing five percent (5%) or more of the total combined voting power
    or value of all classes of shares of the Company or of any Subsidiary or Parent
    of the Company, or (ii) such Employee's right to purchase shares under all
    employee stock purchase plans (as described in Section 423 of the Code) of the
    Company and any Subsidiary or Parent of the Company would accrue at a rate which
    exceeds twenty-five thousand dollars ($25,000) of Fair Market Value of such
    shares (determined at the time such option is granted) for any calendar year in
    which such option would be outstanding at any time. Any amounts received from an
    Employee which cannot be used to purchase Shares as a result of this limitation
    will be returned as soon as possible to the Employee without interest.

             4. Offering Periods. The Plan shall be implemented by a series of
    consecutive, overlapping Offering Periods. The first such Offering Period shall
    commence on the first Trading Day on or following April 1, 2001 and end on the
    last Trading Day on or before February 28, 2003. Unless otherwise determined by
    the Committee, each subsequent Offering Period shall have a duration of two
    years, commencing on the first Trading Day on or after March 1 and September 1
    of each year. The Plan shall continue until terminated in accordance with
    Section 19 hereof. Subject to Section 19 hereof, the Committee shall have the
    power to change the duration and/or the frequency of Offering Periods and/or
    Purchase Periods with respect to future offerings and shall use its best efforts
    to notify Employees of any such change at least 15 days prior to the scheduled
    beginning of the first Offering Period to be affected. In no event shall any
    option granted hereunder be exercisable more than 27 months from its date of
    grant.

             To the extent permitted by any applicable laws, regulations, or stock
    exchange or national or international quotation system rules, if the Fair Market
    Value of the Shares on any Exercise Date in an Offering Period is lower than the
    Fair Market Value of the Shares on the Offering Date of such Offering Period,
    then all Participants in such Offering Period shall be automatically withdrawn
    from such Offering Period immediately after the exercise of their option on such
    Exercise Date and automatically re-enrolled in the immediately following
    Offering Period as of the first day thereof.

             5. Grant of Option; Participation; Price.

             a. On each Offering Date the Company shall commence an offering by
    granting each eligible Employee an option to purchase Shares, subject to the
    limitations set forth in Sections 3.b. and 11 hereof. Each option so granted
    shall be exercisable for the number of Shares described in Section 8 hereof and
    shall be exercisable only on the Exercise Date.

             b. Each eligible Employee may elect to become a Participant in the Plan
    with respect to an Offering Period by filing a subscription agreement with his
    or her Employer authorizing payroll deductions in accordance with Section 6
    hereof and filing it with the Company or the Employer in accordance with the
    form's instructions at least ten business days prior to the applicable Offering
    Date, unless a later time for filing the subscription agreement is set by the
    Committee for all Employees with respect to a given offering. Such authorization
    will remain in effect for subsequent Offering Periods, until modified or
    terminated by the Participant by giving written notice to his or her Employer
    prior to the next occurring Exercise Date. Additionally, a Participant may
    participate to a greater extent by authorizing reinvestment of dividends on the
    Shares held in his or her account (by giving written notice to the Company) or,
    if authorized by the Committee for all Participants, by making cash payments to
    be credited to his or her account under the Plan in accordance with Section 6
    hereof.

             c. The option price per Share subject to an offering shall be 85% of
    the Fair Market Value of a Share on (i) the Offering Date or (ii) the Exercise
    Date, whichever is lower.

             6. Payroll Deductions and Cash Payments

             a. Subject to Section 5.b. hereof, a Participant may, in accordance
    with rules and procedures adopted by the Committee, authorize a payroll
    deduction of any whole percentage from one percent to ten percent of such
    Participant's Compensation each pay period (the permissible range within such
    percentages to be determined by the Committee from time to time). A Participant
    may increase or decrease such payroll deduction (including a cessation of
    payroll deductions) at any time but not more frequently than once each Purchase
    Period, by filing a new authorization form with his or her Employer. All payroll
    deductions made by a Participant shall be credited to such Participant's account
    under the Plan.

             b. Notwithstanding the foregoing, to the extent necessary to comply
    with Section 423(b)(8) of the Code and Section 3.b. hereof, a Participant's
    payroll deductions may be decreased to 0% at any time during a Purchase Period.
    Payroll deductions shall automatically recommence at the rate provided in such
    Participant's subscription agreement (prior to the reduction) at the start of
    the first Purchase Period commencing in the following calendar year.

             c. A Participant may withdraw from the Plan as provided in Section 9,
    which will terminate his or her payroll deductions for the Purchase Period in
    which such withdrawal occurs. A Participant may increase or decrease the rate
    (0-10%) of his or her payroll deductions during an Offering Period by completing
    and filing with the Employer a new subscription agreement authorizing a change
    in payroll deduction rate. The Committee may, in its discretion, limit the
    number of rate changes by a Participant during an Offering Period. A change in
    rate shall be effective as of the next payroll period following the date of
    filing of the new subscription agreement. If a Participant's payroll deduction
    rate at the end of the Offering Period is 0%, such Participant shall be required
    to increase the payroll deduction rate to participate in any subsequent Offering
    Period.

             7. Exercise of Option.

             a. Unless a Participant withdraws from the Plan as provided in Section
    9 hereof, or unless the Committee otherwise provides, such Participant's
    election to purchase Shares shall be exercised automatically on the Exercise
    Date, and the maximum number of Shares (excluding any fractional Share) subject
    to such option will be purchased for such Participant at the applicable option
    price with (i) the accumulated payroll deductions, (ii) cash dividends paid on
    Shares which have been credited to the Participant's account under the Plan
    pursuant to Section 10 hereof, and (iii) any additional cash payments made by
    the Participant and credited to the Participant's account under the Plan in
    accordance with Section 6 hereof.

             b. Any cash balance remaining in a Participant's account after an
    Exercise Date will be carried forward to the Participant's account for the
    purchase of Shares on the next Exercise Date if the Participant has elected to
    continue to participate in the Plan. Otherwise the Participant will receive a
    cash payment equal to the cash balance of his or her account.

             c. The Shares purchased upon exercise of an option hereunder shall be
    credited to the Participant's account under the Plan as of the Exercise Date and
    shall be deemed to be transferred to the Participant on such date (except that
    no Shares purchased during the first

    Offering Period hereunder shall be credited to the Participant's account until
    payment of the aggregate option price has been completed within the Offering
    Period). Except as otherwise provided herein, the Participant shall have all
    rights of a shareholder with respect to such Shares upon their being credited to
    the Participant's account.

             8. Delivery of Shares.

             a. As promptly as practicable after receipt by the Company of a written
    request for withdrawal of Shares from any Participant, the Company shall arrange
    the delivery to such Participant of a share certificate representing the Shares
    in the Participant's account which the Participant requests to withdraw. Subject
    to Section 8.b. hereof, withdrawals may be made no more frequently than once
    each Offering Period. Shares received upon share dividends or share splits shall
    be treated as having been purchased on the Exercise Date of the Shares to which
    they relate.

             b. Notwithstanding anything in Section 8.a. hereof to the contrary,
    Shares may be withdrawn by a Participant more than once during an Offering
    Period under the following circumstances: (i) within 60 days following a Change
    in Control of the Company or (ii) upon the approval of the Committee, in its
    sole discretion.

             9. Withdrawal; Termination of Employment.

             a. A Participant may withdraw at any time all, but not less than all,
    cash amounts in his or her account under the Plan that have not been used to
    purchase Shares (including, without limitation, the payroll deductions, cash
    dividends and cash payments credited to such Participant's account) by giving
    written notice to the Company prior to the next occurring Exercise Date. All
    such payroll deductions, cash dividends and cash payments credited to such
    Participant's account shall be paid to such Participant promptly after receipt
    of such Participant's notice of withdrawal and such Participant's option for the
    Offering Period in which the withdrawal occurs shall be automatically
    terminated. No further payroll deductions for the purchase of Shares will be
    made for such Participant during such Offering Period, and any additional cash
    dividends during the Offering Period shall be distributed to the Participant.

             b. Upon termination of a Participant's Continuous Status as an Employee
    during the Offering Period for any reason, including voluntary termination,
    retirement or death, the payroll deductions, cash dividends and cash payments
    credited to such Participant's account that have not been used to purchase
    Shares (and, as to the first Offering Period, any such amounts credited to the
    account for partial payment for Shares as to which payment has not been
    completed) shall be returned (and any future cash dividends shall be
    distributed) to such Participant or, in the case of such Participant's death, to
    the person or persons entitled thereto under Section 13 hereof, and such
    Participant's option will be automatically terminated.

             c. A Participant's withdrawal from an Offering Period will not have any
    effect upon such Participant's eligibility to participate in a succeeding
    Offering Period or in any similar plan which may hereafter be adopted by the
    Company.

             10. Dividends and Interest.

             a. Cash dividends paid on Shares held in a Participant's account shall
    be credited to such Participant's account and used in addition to payroll
    deductions (and cash contributions, if any) to purchase Shares on the Exercise
    Date. Dividends paid in Shares or share splits of the

    Shares shall be credited to the accounts of Participants. Dividends paid in
    property other than cash or Shares shall be distributed to Participants as soon
    as practicable.

             b. No interest shall accrue on or be payable with respect to any cash
    amount credited to a Participant under the Plan.

             11. Shares.

             a. Subject to adjustment as provided in Section 17 hereof, the maximum
    number of Shares which shall be reserved for sale under the Plan shall be
    3,900,000 Shares, plus an annual increase to be added on the first day of the
    Company's fiscal year beginning in 2005 equal to the lesser of (i) 200,000
    Shares or (ii) such lesser amount determined by the Committee. Such Shares shall
    be either authorized and unissued Shares or Shares which have been reacquired by
    the Company. If the total number of Shares which would otherwise be subject to
    options granted pursuant to Section 5.a. hereof on an Offering Date exceeds the
    number of Shares then available under the Plan (after deduction of all Shares
    for which options have been exercised or are then outstanding), the Committee
    shall make a pro rata allocation of the Shares remaining available for option
    grant in as uniform a manner as shall be practicable and as it shall determine
    to be equitable. In such event, the Committee shall give written notice to each
    Participant of such reduction of the number of option Shares affected thereby
    and shall similarly reduce the rate of payroll deductions, if necessary.

             b. Shares to be delivered to a Participant under the Plan will be
    registered in the name of the Participant or, at the election of the
    Participant, in the name of the Participant and another person as joint tenants
    with rights of survivorship.

             12. Administration. The Plan shall be administered by the Committee,
    and the Committee may select administrator(s) to whom its duties and
    responsibilities hereunder may be delegated. The Committee shall have full power
    and authority, subject to the provisions of the Plan, to promulgate such rules
    and regulations as it deems necessary for the proper administration of the Plan,
    to interpret the provisions and supervise the administration of the Plan, and to
    take all action in connection therewith or in relation thereto as it deems
    necessary or advisable. Any decision reduced to writing and signed by a majority
    of the members of the Committee shall be fully effective as if it had been made
    at a meeting duly held. Except as otherwise provided by the Committee, each
    Employer shall be charged with all expenses incurred in the administration of
    the Plan with respect to such Employer's Employees. No member of the Committee
    shall be personally liable for any action, determination, or interpretation made
    in good faith with respect to the Plan, and all members of the Committee shall
    be fully indemnified by the Company with respect to any such action,
    determination or interpretation. All decisions, determinations and
    interpretations of the Committee shall be final and binding on all persons,
    including the Company, the Participant (or any person claiming any rights under
    the Plan from or through any Participant) and any shareholder.

             13. Designation of Beneficiary.

             a. A Participant may file with the Company, on forms supplied by the
    Company, a written designation of a beneficiary who is to receive any Shares and
    cash remaining in such Participant's account under the Plan in the event of the
    Participant's death.

             b. Such designation of beneficiary may be changed by the Participant at
    any time by written notice to the Company, on forms supplied by the Company. In
    the event of the death of a

    Participant and in the absence of a beneficiary validly designated under the
    Plan who is living at the time of such Participant's death, the Company shall
    deliver such Shares and/or cash to the executor or administrator of the estate
    of the Participant or, if no such executor or administrator has been appointed
    (to the knowledge of the Company), the Company, in its discretion, may deliver
    such Shares and/or cash to the spouse or to any one or more dependents or
    relatives of the Participant in accordance with the applicable laws of descent
    and distribution, or if no spouse, dependent or relative is known to the
    Company, then to such other person as the Company may designate.

             14. Transferability. Neither payroll deductions, dividends, dividend
    reinvestments or cash payments credited to a Participant's account nor any
    rights with regard to the exercise of an option or to receive Shares under the
    Plan may be assigned, transferred, pledged or otherwise disposed of in any way
    by the Participant (other than by will, the laws of descent and distribution or
    as provided in Section 13 hereof). Any such attempt at assignment, transfer,
    pledge or other disposition shall be without effect, except that the Company may
    treat such act as an election to withdraw funds in accordance with Section 9
    hereof.

             15. Use of Funds. All payroll deductions, dividends, reinvested
    dividends and additional cash payments received or held by the Company under the
    Plan may be used by the Company for any corporate purpose, and the Company shall
    not be obligated to segregate such funds.

             16. Reports. Individual accounts will be maintained for each
    Participant in the Plan. Statements of account will be given to Participants as
    soon as practicable following each Offering Period, which statements will set
    forth the amounts of payroll deductions, dividends, dividend reinvestments and
    additional cash payments, the per Share purchase price, the number of Shares
    purchased, the aggregate Shares in the Participant's account and the remaining
    cash balance, if any.

             17. Effect of Certain Changes. In the event of a Change in
    Capitalization or the distribution of an extraordinary dividend, the Committee
    shall conclusively determine the appropriate equitable adjustments, if any, to
    be made under the Plan, including without limitation adjustments to the number
    of Shares which have been authorized for issuance under the Plan but have not
    yet been placed under option, as well as the price per Share covered by each
    option under the Plan which has not yet been exercised. In the event of a Change
    in Control of the Company, Offering Periods shall terminate unless otherwise
    provided by the Committee.

             18. Term of Plan. Subject to the Board's right to discontinue the Plan
    (and thereby end its Term) pursuant to Section 19 hereof, the Term of the Plan
    (and its last Offering Period) shall end on the tenth anniversary of the
    commencement of the first Offering Period. Upon any discontinuance of the Plan,
    unless the Committee shall determine otherwise, any assets remaining in the
    Participants' accounts under the Plan shall be delivered to the respective
    Participant (or the Participant's legal representative) as soon as practicable.

             19. Amendment to and Discontinuance of Plan. The Board may at any time
    amend, suspend or discontinue the Plan. Except as provided in Section 17 hereof,
    no such suspension or discontinuance may adversely affect options previously
    granted and no amendment may make any change in any option theretofore granted
    which adversely affects the rights of any Participant which accrued prior to the
    date of effectiveness of such amendment without the consent of such Participant.
    No amendment shall be effective unless it receives the requisite approval of the
    shareholders of the Company if such shareholder approval of such amendment is
    required to

    comply with Rule 16b-3 under the Exchange Act or Section 423 of the Code or to
    comply with any other applicable law, regulation or stock exchange or national
    or international quotation system rule.

             20. Notices. All notices or other communications by a Participant to
    the Company under or in connection with the Plan shall be deemed to have been
    duly given when received in the form specified by the Company at the location,
    or by the person, designated by the Company for the receipt thereof.

             21. Regulations and Other Approvals; Governing Law.

             a. This Plan and the rights of all persons claiming hereunder shall be
    construed and determined in accordance with the laws of the State of Delaware
    without giving effect to the choice of law principles thereof, except to the
    extent that such law is preempted by federal law.

             b. The obligation of the Company to sell or deliver Shares with respect
    to options granted under the Plan shall be subject to all applicable laws, rules
    and regulations, including all applicable federal and state securities laws, and
    the obtaining of all such approvals by governmental agencies as may be deemed
    necessary or appropriate by the Committee.

             c. To the extent applicable hereto, the Plan is intended to comply with
    Rule 16b-3 under the Exchange Act, and the Committee shall interpret and
    administer the provisions of the Plan in a manner consistent therewith. Any
    provisions inconsistent with such Rule shall be inoperative and shall not affect
    the validity of the Plan.

             22. Withholding of Taxes. If the Participant makes a disposition,
    within the meaning of Section 424(c) of the Code and regulations promulgated
    thereunder, of any Share or Shares issued to such Participant pursuant to such
    Participant's exercise of an option, and such disposition occurs within the
    two-year period commencing on the day after the Offering Date or within the
    one-year period commencing on the day after the Exercise Date, such Participant
    shall, within ten (10) days of such disposition, notify the Company thereof and
    thereafter immediately deliver to the Company any amount of Federal, state or
    local income taxes and other amounts which the Company informs the Participant
    the Company is required to withhold.

             23. Effective Date. The Plan shall be effective as of April 1, 2001,
    subject to the approval of the Plan by the shareholders of the Company within 12
    months before or after the date the Plan is adopted.