Re: Split Dollar Agreement/ Defined Contribution SERP

Re:     Split Dollar Agreement/ Defined Contribution SERP

      Pursuant to your Employment Agreement dated as of October 11, 2000 and as amended through November 29, 2004 (“Employment Agreement”), the Company has at all times been required by the terms of the Employment Agreement to maintain (i) your Supplemental Executive Retirement Plan effective as of July 1, 1999 (“SERP”) and (ii) your Split Dollar Agreement dated as of December 20, 1999 (“Split Dollar Agreement”). Under the terms of your Employment Agreement the Company also has agreed to “satisfy its obligations to Executive under the SERP and the Split Dollar Agreement.” In addition, under the Split Dollar Agreement the Company agreed to continue to make all premium payments under the Split Dollar Agreement “on or before the due date of each premium payment” for the applicable life insurance policy which is the subject of the Split Dollar Agreement (policy no. N056077170).

      Due to the limitations imposed by the Sarbanes-Oxley Act, the Company has not been able to make any of the required premium payments under the Split Dollar Agreement beginning with the premium payment due in 2003 and, as a result, the policies on your life existing under the Split Dollar Agreement are currently frozen.

      Section 8 of your Employment Agreement, as amended in 2004, acknowledged the restriction imposed by the Sarbanes-Oxley Act on the Company continuing to make its required premium payments under the Split Dollar Agreement, beginning with the premium payment due on or about July 2003, and also acknowledged that, as a result of such limitation, the Company was pursuing an arrangement which was to provide “equivalent economic value” to you “reasonably acceptable to the parties, with the Company acknowledging its obligation to provide such equivalent economic value” to you.

      The Company, with the assistance of AON, has now implemented an additional plan which is in the form of a defined contribution supplemental executive retirement plan (“DC-SERP”) and which has been added to the existing supplemental retirement program. The goal was that the existing defined benefit supplemental executive retirement plan, which has been amended effective as of January 1, 2005 to, among other things, adjust the Appendix B reduction amount table (as amended, the “SERP”), the frozen Split Dollar Agreement and the new DC-SERP now constitute the modified SERP program.

Accordingly, the following is agreed to effective as of the January 1, 2005 effective date of the SERP:

      1.     Section 8 of the Employment Agreement is amended to provide in its entirety as follows: