EXHIBIT 10.4



DESCRIPTION OF EMPLOYEE STOCK OWNERSHIP AND
PENSION PLAN OF THE COMPANY



ESOP Pension Plan

The Company maintains a money purchase employee stock ownership
pension plan (the "Pension Plan"), which is designed to meet the
requirements of an employee stock ownership plan under Section
4975(e)(7) of the Internal Revenue Code and Section 407(d)(6) of
the Employee Retirement Income Security Act of 1974.  The Pension
Plan provides for mandatory contributions by the Company in the
form of either common stock or cash which will be used
predominantly to purchase common stock of the Company.  All
employees of the Company and its subsidiaries are eligible to
participate in the Pension Plan after they attain the age of 21
and have completed one year of service during which the employee
is credited with at least 1,000 hours of service.  The Company
credits each eligible participant's account with cash or common
stock of the Company equal to six percent of the employee's
compensation earned during the year with respect to which the
contribution is made.  Contributions credited to a participant's
account are generally not vested until the completion of the
fifth year of service, at which time the contributions become
fully vested.  Pension Plan participants are entitled to receive
distributions from their Pension Plan accounts only upon
retirement, death, total disability, or termination of service.  
Distributions may be made in either cash or common stock of the
Company and may be paid in lump sum or in the form of an annuity. 

Participating employees are entitled to instruct the trustee of
the Pension Plan how to vote the shares of the Company's common
stock held in their account.  The trustee of the Pension Plan,
Mid American National Bank, purchases the shares of the Company's
common stock either directly from the Company or on the open
market, and has dispositive powers over the shares.