Exhibit 10k
                 OFFICERS LIFE INSURANCE PLAN


         During employment the Corporation provides group life
    insurance to its officers at the rate of two times (up to a
    maximum of $400,000) or three times (up to a maximum of
    $900,000) total compensation, depending upon the officer's
    position with the Corporation.  The insurance is paid to the
    officer's beneficiary in a lump sum.  The sum payable reduces
    by 50% at age 70.  If an officer's death is by accidental
    means, the payment to the beneficiary includes an additional
    amount equal to twice the face amount (up to $100,000) of the
    policy.

         The Officers Life Insurance Plan provides that, for one
    (1) year following the occurrence of a change in control, the
    plan shall not be terminated or amended in any way, nor shall
    the manner in which the plan is administered be changed in
    any way which adversely affects the rights of any employee
    for which the plan is maintained immediately prior to the
    change in control, to existing or future benefits or
    contributions or the computation, amount of, or entitlement
    to, any benefit provided under the plan.