Disability as such term is hereinafter defined) and will render services to the Company in the capacity in which you then serve until such tender offer, exchange offer, or asset purchase offer has been abandoned or terminated or a change in control of the Company, as defined in Section 3 hereof, has occurred, and the Company agrees that it will not terminate your employment during such period unless it shall provide you with the severance benefits set forth in Section 5 hereof.  For purposes of this Agreement, the term “Person” shall mean and include any individual, corporation, partnership, group, association, or other “person,” as such term is used in Section 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than the Company or any employee benefit plan(s) sponsored by the Company.

c.             Confidentiality.  You acknowledge that by reason of the capacity in which you have been employed, (A) you have financial information regarding the Company which has not been publicly disclosed and which is confidential to the Company, and (B) disclosure of such financial information could cause irreparable harm to the Company.  You agree that you will not disclose, without prior written consent of the Company, any financial information regarding the Company which has not been publicly disclosed by the Company.

2.             Term of Agreement.  This Agreement shall commence on the date hereof and shall continue in effect until December 31, 2002.

a.             This Agreement shall be extended as follows:

i.              The term of the Agreement shall automatically be extended for one additional year unless either you or the Company give notice at least 30 days before the end of any calendar year that the agreement will not be extended.

ii.             The term of the Agreement (as extended under i.) shall be extended by an additional 36 months, if a change in control of the Company (as defined in Section 3) occurs.

b.             This Agreement shall terminate when the first of the following occurs:

i.              The Agreement’s normal term, as extended under a, expires.

ii.             Either you or the Company terminate your employment before a change in control of the Company.

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iii.            Your benefits under the Company’s Executive Supplemental Retirement Income Plan become fully vested.

PROVIDED, HOWEVER, that the benefits to the Employee provided in Section 5.c.iii and Section 5.d shall not terminate upon vesting in Company’s Executive Supplemental Retirement Income Plan, but shall continue to apply for a period of three years after such vesting.

3.             Change in Control.  For purposes of this Agreement, a “change in control” of the Company shall mean:

a.             A change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A as in effect on the date hereof pursuant to the Exchange Act; provided that, such a change in control shall be deemed to have occurred only at such time as any Person acquires, directly or indirectly, actual economic beneficial ownership (as opposed to “beneficial ownership” as defined in Rule 1 3d-3 under the Exchange Act), of 30 percent or more of the combined voting power of the Company’s Voting Securities;

b.             During any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company’s shareholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period;

c.             There shall be consummated (A) any consolidation or merger 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 (B) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or

d.             Approval by the shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company.

4.             Termination Following Change in Control.  If, and only if, your employment with the Company should be terminated by you or the Company within 36 months from the date of occurrence of any event constituting a change in control of the Company (it being recognized that more than one such event may occur in which case the 36-month period shall run from the date of occurrence of each such event), you shall be entitled to the benefits provided in Section 5 hereof unless such termination is because of your death or is effected by you other than for “Good Reason” (as hereinafter defined).  Provided, however, that:

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a.             Absence Without Disability.  If you fail to attend to your regularly assigned duties at the Company on a full-time basis for reasons other than incapacity due to physical or mental illness, or other than due to “Disability” as defined, and within 30 days after written notice of termination is given you shall not have returned to the full-time performance of your duties, the Company may terminate this Agreement for Cause.  “Disability” for purposes of this Agreement may be established by a written certificate from a licensed physician.

b.             Cause.  The Company may terminate your employment for Cause.  For the purposes of this Agreement, the Company shall have “Cause” to terminate your employment hereunder if, and only if, (A) you shall commit an act of fraud, embezzlement, or theft constituting a felony, (B) you become liable to the Company for acts or omissions involving intentional misconduct or a knowing violation of law, (C) you engage in any transaction relating to the Company from which you personally receive a benefit in money, property, or services to which you are not legally entitled or (D) cause as described in paragraph 4(a) above.  Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct constituting Cause as defined above and specifying the particulars thereof in detail.

c.         &nb