SEVERANCE POLICY
                       ADOPTED 9/9/99

Severance policy for elected officers without employment
contracts who are involuntarily terminated without good
cause.

A.   For executive and senior vice presidents - Upon
     employment, one year's base salary plus one additional
     month's base salary for each of the first six full years of
     service to a maximum of eighteen months base pay.

B.   For other elected officers - Upon employment, six
     months base salary, plus one additional month's base salary
     after each of the seventh through twelfth months of
     employment, to a maximum of twelve months base pay.

C.   In all cases, the officer shall remain eligible to
     receive prorated incentive compensation to be paid at the
     normal time after year end for such payments, provided plan
     targets were met.

D.   Severance payments shall require agreements containing
     certain covenants regarding non-competition, non-
     disparagement and specific enforcement.