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                 TERMINATION BENEFITS AGREEMENT


          This Termination Benefits Agreement ("Agreement") is made
and entered into as of September 16, 1998, by and between National
City Bancshares, Inc., an Indiana corporation (hereinafter referred
to as the "Corporation") and Michael F. Elliott, a resident of the
State of Indiana (hereinafter referred to as "Employee").

                       W I T N E S S E T H

          WHEREAS, Employee is now serving as an executive officer
of the Corporation with the titles of Chairman and Chief Executive
officer; and

          WHEREAS, the Corporation believes that Employee has made
valuable contributions to the productivity and profitability of the
Corporation; and

          WHEREAS, the Corporation desires to encourage Employee to
continue to make such contributions and not to seek or accept
employment elsewhere; and

          WHEREAS, the Corporation, therefore, desires to assure
Employee of certain benefits in case of any termination or
significant redefinition of the terms of his employment with the
Corporation subsequent to any Change in Control of the Corporation;

          NOW, THEREFORE, in consideration of the foregoing and of
the mutual covenants herein contained and the mutual benefits
herein provided, the Corporation and Employee hereby agree as
follows:

           1.  The term of this Agreement shall be from the date
hereof through December 31, 2000; provided, however, that such term
shall be automatically extended for an additional year on
December 31, 1998, and on December 31 of each year thereafter
unless either party hereto gives written notice to the other party
not to so extend prior to November 30 of the year for which notice
is given, in which case no further automatic extension shall occur
and the term of this Agreement shall end on December 31 two (2)
years subsequent to the date of the latest preceding automatic
extension.  Notwithstanding the foregoing, if a Change in Control
of the Corporation (as defined in Section 2 below) shall occur
prior to the expiration of the original term or any extensions of
the term of this Agreement, then the term of this Agreement shall
automatically become a term of two (2) years commencing on the date
of any such Change in Control.

           2.  As used in this Agreement, "Change in Control" of
the Corporation means:

          (A)  The acquisition by any individual, entity or
     group (within the meaning of Section 13(d)(3) or 14(d)(2)
     of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act") (a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated under the
     Exchange Act as in effect from time to time) of twenty-
     five percent (25%) or more of either (i) the then
     outstanding shares of common stock of the Corporation or
     (ii) the combined voting power of the then outstanding
     voting securities of the Corporation entitled to vote
     generally in the election of directors; provided,
     however, that the following acquisitions shall not
     constitute an acquisition of control:  (i) any
     acquisition directly from the Corporation (excluding an
     acquisition by virtue of the exercise of a conversion
     privilege), (ii) any acquisition by the Corporation,
     (iii) any acquisition by any employee benefit plan (or
     related trust) sponsored or maintained by the Corporation
     or any corporation controlled by the Corporation, or
     (iv) any acquisition by any corporation pursuant to a
     reorganization, merger or consolidation, if, following
     such reorganization, merger or consolidation, the
     conditions described in clauses (i), (ii) and (iii) of
     subsection (C) of this Section 2 are satisfied;

          (B)  Individuals who, as of the date hereof,
     constitute the Board of Directors of the Corporation (the
     "Incumbent Board") cease for any reason to constitute at
     least a majority of the Board of Directors of the
     Corporation (the "Board"); provided, however, that any
     individual becoming a director subsequent to the date
     hereof whose election, or nomination for election by the
     Corporation's shareholders, was approved by a vote of at
     least a majority of the directors then comprising the
     Incumbent Board shall be considered as though such
     individual were a member of the Incumbent Board, but
     excluding, for this purpose, any such individual whose
     initial assumption of office occurs as a result of either
     an actual or threatened election contest (as such terms
     are used in Rule 14a-11 of Regulation 14A promulgated
     under the Exchange Act) or other actual or threatened
     solicitation of proxies or consents by or on behalf of a
     Person other than the Board; or

          (C)  Approval by the shareholders of the Corporation
     of a reorganization, merger or consolidation, in each
     case, unless, following such reorganization, merger or
     consolidation, (i) more than sixty percent (60%) of,
     respectively, the then outstanding shares of common stock
     of the corporation resulting from such reorganization,
     merger or consolidation and the combined voting power of
     the then outstanding voting securities of such
     corporation entitled to vote generally in the election of
     directors is then beneficially owned, directly or
     indirectly, by all or substantially all of the
     individuals and entities who were the beneficial owners,
     respectively, of the outstanding Corporation common stock
     and outstanding Corporation voting securities immediately
     prior to such reorganization, merger or consolidation in
     substantially the same proportions as their ownership,
     immediately prior to such reorganization, merger or
     consolidation, of the outstanding Corporation stock and
     outstanding Corporation voting securities, as the case
     may be, (ii) no Person (excluding the Corporation, any
     employee benefit plan or related trust of the Corporation
     or such corporation resulting from such reorganization,
     merger or consolidation and any Person beneficially
     owning, immediately prior to such reorganization, merger
     or consolidation, directly or indirectly, twenty-five
     percent (25%) or more of the outstanding Corporation
     common stock or outstanding voting securities, as the
     case may be) beneficially owns, directly or indirectly,
     twenty-five percent (25%) or more of, respectively, the
     then outstanding shares of common stock of the
     corporation resulting from such reorganization, merger or
     consolidation or the combined voting power of the then
     outstanding voting securities of such corporation
     entitled to vote generally in the election of directors
     and (iii) at least a majority of the members of the board
     of directors of the corporation resulting from such
     reorganization, merger or consolidation were members of
     the Incumbent Board at the time of the execution of the
     initial agreement providing for such reorganization,
     merger or consolidation; or

          (D)  Approval by the shareholders of the Corporation
     of (i) a complete liquidation or dissolution of the
     Corporation or (ii) the sale or other disposition of all
     or substantially all of the assets of the Corporation,
     other than to a corporation with respect to which
     following such sale or other disposition (a) more than
     sixty percent (60%) of, respectively, the then
     outstanding shares of common stock of such corporation
     and the combined voting power of the then outstanding
     voting securities of such corporation entitled to vote
     generally in the election of directors is then
     beneficially owned, directly or indirectly, by all or
     substantially all of the individuals and entities who
     were the beneficial owners, respectively, of the
     outstanding Corporation common stock and outstanding
     Corporation voting securities immediately prior to such
     sale or other disposition in substantially the same
     proportion as their ownership, immediately prior to such
     sale or other disposition, of the outstanding Corporation
     common stock and outstanding Corporation voting
     securities, as the case may be, (b) no Person (excluding
     the Corporation and any employee benefit plan or related
     trust of the Corporation or such corporation and any
     Person beneficially owning, immediately prior to such
     sale or other disposition, directly or indirectly,
     twenty-five percent (25%) or more of the outstanding
     Corporation common stock or outstanding Corporation
     voting securities, as the case may be) beneficially owns,
     directly or indirectly, twenty-five percent (25%) or more
     of, respectively, the then outstanding shares of common
     stock of such corporation and the combined voting power
     of the then outstanding voting securities of such
     corporation entitled to vote generally in the election of
     directors and (c) at least a majority of the members of
     the board of directors of such corporation were members
     of the Incumbent Board at the time of the execution of
     the initial agreement or action of the Board providing
     for such sale or other disposition of assets of the
     Corporation.  
           3.  The Corporation shall provide Employee with the
benefits set forth in Section 6 of this Agreement upon any
termination of Employee's employment by the Corporation following
a Change in Control for any reason except the following:

          (A)  Termination by reason of Employee's death.

          (B)  Termination by reason of Employee's
     "disability."  For purposes hereof, "disability" shall be
     defined as Employee's inability by reason of illness or
     other physical or mental disability to perform the duties
     required by his employment for any consecutive One
     Hundred Eighty (180) day period, provided that notice of
     any termination by the Corporation because of Employee's
     "disability" shall have been given to Employee prior to
     the resumption by him of the performance of such duties.

          (C)  Termination upon Employee reaching his normal
     retirement date, which for purposes of this Agreement
     shall be deemed to be the end of the month during which
     employee reaches sixty-five (65) years of age.

          (D)  Termination for "cause."  As used in this
     Agreement, the term "cause" means fraud, dishonesty,
     theft of corporate assets, or other gross misconduct by
     Employee.  Notwithstanding the foregoing, Employee shall
     not be deemed to have been terminated for cause unless
     and until there shall have been delivered to him a copy
     of a resolution duly adopted by the affirmative vote of
     not less than a majority of the entire membership of the
     Corporation's Board at a meeting called and held for the
     purpose (after reasonable notice to him and an
     opportunity for him, together with his counsel, to be
     heard before such Board), finding that, in the good faith
     opinion of such Board, Employee was guilty of conduct
     constituting "cause" and specifying the particulars
     thereof in detail.

           4.  The Corporation shall also provide Employee with the
benefits set forth in Section 6 of this Agreement upon any
termination of Employee's employment with the Corporation at
Employee's option if any one of the following events occurs within
six (6) months prior to or within two (2) years following a Change
in Control:

          (A)  Without Employee's express written consent, the
     assignment of Employee to any duties which, in Employee's
     reasonable judgment, are materially inconsistent with his
     positions, duties, responsibilities or status with the
     Corporation immediately prior to the earlier of
     termination of employment or the Change in Control or a
     substantial reduction of his duties or responsibilities
     which, in Employee's reasonable opinion, does not
     represent a promotion from his position, duties or
     responsibilities immediately prior to the earlier of
     termination of employment or the Change in Control.

          (B)  A reduction by the Corporation in Employee's
     salary from the level of such salary immediately prior to
     the earlier of termination of employment or the Change in
     Control or the Corporation's failure to increase (within
     twelve (12) months of Employee's last increase in base
     salary) Employee's base salary after a Change in Control
     in an amount which at least equals, on a percentage
     basis, the average percentage increase in base salary for
     all executive and senior officers of the Corporation
     effected in the preceding twelve (12) months.

          (C)  The failure by the Corporation to continue in
     effect any incentive, bonus or other compensation plan in
     which Employee participates, including but not limited to
     the Corporation's stock option plans, unless an equitable
     arrangement (embodied in an ongoing substitute or
     alternative plan), with which Employee has consented, has
     been made with respect to such plan in connection with
     the Change in Control, or the failure by the Corporation
     to continue Employee's participation therein, or any
     action by the Corporation which would directly or
     indirectly materially reduce Employee's participation
     therein.
  
          (D)  The failure by the Corporation to continue to
     provide Employee with benefits substantially similar to
     those enjoyed by Employee or to which Employee was
     entitled under any of the Corporation's principal
     pension, profit sharing, life insurance, medical, dental,
     health and accident, or disability plans in which
     Employee was participating immediately prior to the
     earlier of the termination of employment or the Change in
     Control, the taking of any action by the Corporation
     which would directly or indirectly materially reduce any
     of such benefits or deprive Employee of any material
     fringe benefit enjoyed by Employee or to which Employee
     was entitled immediately prior to the earlier of the
     termination of employment or the Change in Control, or
     the failure by the Corporation to provide Employee with
     the number of paid vacation and sick leave days to which
     Employee is entitled on the basis of years of service or
     position with the Corporation in accordance with the
     Corporation's normal vacation policy in effect on the
     date hereof.

          (E)  The Corporation's requiring Employee to be
     based anywhere other than the metropolitan area where the
     Corporation office at which he was based immediately
     prior to the earlier of the termination of employment or
     the Change in Control was located, except for required
     travel on the Corporation's business in accordance with
     the Corporation's past management practices.

          (F)  Any failure of the Corporation to obtain the
     assumption of the obligation to perform this Agreement by
     any successor as contemplated in Section 10 hereof.

          (G)  Any failure by the Corporation or its
     shareholders, as the case may be, to reappoint or reelect
     Employee to a corporate office held by him immediately
     prior to the earlier of the termination of employment or
     the Change in Control or his removal from any such office
     including any seat held at such time on the Corporation's
     Board of Directors.

          (H)  The effectiveness of a resignation, tendered at
     any time, either before or after a Change in Control and
     regardless of whether formally characterized as voluntary
     or otherwise, by Employee of any corporate office held by
     him immediately prior to the Change in Control or of any
     seat held at such time on the Corporation's Board of
     Directors, at the request of the Corporation or at the
     request of the person obtaining control of the
     Corporation in such Change in Control.

          (I)  Any purported termination of the Employee's
     employment which is not effected pursuant to a Notice of
     Termination satisfying the requirements of Section 5
     hereof (and, if applicable, Section 3(D) hereof); and for
     purposes of this Agreement, no such purported termination
     shall be effective.

          (J)  Any request by the Corporation that Employee
     participate in an unlawful act or take any action
     constituting a breach of Employee's professional standard
     of conduct.

          (K)  Any breach by the Corporation of any of the
     provisions of this Agreement or any failure by the
     Corporation to carry out any of its obligations
     hereunder.

Notwithstanding anything in this Section 4 to the contrary,
Employee's right to terminate Employee's employment pursuant to
this Section 4 shall not be affected by Employee's incapacity due
to physical or mental illness.

           5.  Any termination of Employee's employment with the
Corporation as contemplated by Section 3 hereof (except
subsection 3(A)) or by Employee as contemplated by Section 4 hereof
shall be communicated by written "Notice of Termination" to the
other party hereto.  Any "Notice of Termination" given by Employee
pursuant to Section 4 or given by the Corporation in connection
with a termination as to which the Corporation believes it is not
obligated to provide Employee with benefits set forth in Section 6
hereof shall indicate the specific provisions of this Agreement
relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for such termination.

           6.  Subject to the conditions and exceptions set forth
in Section 3 and Section 4 hereof, the following benefits, less any
amounts required to be withheld therefrom under any applicable
federal, state or local income tax, other tax, or social security
laws or similar statutes, shall be paid to Employee upon any
termination of his employment within six (6) months before or
within two (2) years after any Change in Control:

          (A)  Within thirty (30) days following such a
     termination or, if later, such a Change in Control,
     Employee shall be paid, at his then-effective salary, for
     services performed through the date of his termination. 
     In addition, any earned but unpaid amount of any bonus or
     incentive payment (which, for purposes of this Agreement,
     shall mean that amount computed in a fashion consistent
     with the manner in which Employee's bonus or incentive
     plan for the year preceding the year of termination was
     computed, if Employee received a bonus or incentive
     payment during such preceding year in accordance with a
     plan or program of the Corporation, or, if not, then the
     total bonus or incentive payment received by the Employee
     during such preceding year, in either case prorated
     through the date of termination) shall be paid to
     Employee within thirty (30) days following the
     termination of his employment or, if later, such a Change
     in Control.

          (B)  Within thirty (30) days following such a
     termination, Employee shall be paid a lump sum payment of
     an amount equal to two and nine-tenths (2.9) times
     Employee's "Base Amount."  For purposes hereof, Base
     Amount is defined as Employee's average includable
     salary, bonus, incentive payments and similar
     compensation paid by the Corporation for the five (5)
     most recent taxable years ending before the date on which
     the Change in Control occurs (or such shorter period of
     time that the Employee has been employed by the
     Corporation).  The definition, interpretation and
     calculation of the dollar amount of Base Amount shall be
     in a manner consistent with and as required by the
     provisions of Section 280G of the Internal Revenue Code
     of 1986, as amended ("Code"), and the regulations and
     rulings of the Internal Revenue Service promulgated
     thereunder.  The payments to the Employee under this
     Section 6(B) shall be reduced by the full amount that
     such payment, when added to all other payments or
     benefits of any kind to the Employee by reason of the
     Change in Control, constitutes an "excess parachute
     payment" within the meaning of Section 280G of the Code.
  
          (C)  Employee acknowledges and agrees that payment
     in accordance with subsections 6(A), 6(B) and 6(C) shall
     be deemed to constitute a full settlement and discharge
     of any and all obligations of the Corporation to Employee
     arising out of his employment with the Corporation and
     the termination thereof, except for any vested rights
     Employee may then have under any insurance, pension,
     supplemental pension, thrift, employee stock ownership,
     or stock option plans sponsored or made available by the
     Corporation.

           7.  The Corporation is aware that upon the occurrence of
a Change in Control the Board of Directors or a shareholder of the
Corporation may then cause or attempt to cause the Corporation to
refuse to comply with its obligations under this Agreement, or may
cause or attempt to cause the Corporation to institute, or may
institute, litigation seeking to have this Agreement declared
unenforceable, or may take or attempt to take other action to deny
Employee the benefits intended under this Agreement.  In these
circumstances, the purpose of this Agreement could be frustrated. 
It is the intent of the Corporation that Employee not be required
to incur the expenses associated with the enforcement of his rights
under this Agreement by litigation or other legal action, nor be
bound to negotiate any settlement of his rights hereunder, because
the cost and expense of such legal action or settlement would
substantially detract from the benefits intended to be extended to
Employee hereunder.  Accordingly, if following a Change in Control
it should appear to Employee that the Corporation has failed to
comply with any of its obligations under this Agreement or in the
event that the Corporation or any other person takes any action to
declare this Agreement void or unenforceable, or institutes any
litigation or other legal action designed to deny, diminish or to
recover from Employee the benefits entitled to be provided to the
Employee hereunder, and that Employee has complied with all of his
obligations under this Agreement, the Corporation irrevocably
authorizes Employee from time to time to retain counsel of his
choice, at the expense of the Corporation as provided in this
Section 7, to represent Employee in connection with the initiation
or defense of any litigation or other legal action, whether such
action is by or against the Corporation or any director, officer,
shareholder, or other person affiliated with the Corporation, in
any jurisdiction.  Notwithstanding any existing or prior attorney-
client relationship between the Corporation and such counsel, the
Corporation irrevocably consents to Employee entering into an
attorney-client relationship with such counsel, and in that
connection the Corporation and Employee agree that a confidential
relationship shall exist between Employee and such counsel.  The
reasonable fees and expenses of counsel selected from time to time
by Employee as hereinabove provided shall be paid or reimbursed to
Employee by the Corporation on a regular, periodic basis upon
presentation by Employee of a statement or statements prepared by
such counsel in accordance with its customary practices, up to a
maximum aggregate amount of One Hundred Thousand Dollars
($100,000).  Any legal expenses incurred by the Corporation by
reason of any dispute between the parties as to enforceability of
or the terms contained in this Agreement as provided by this
Section 7, notwithstanding the outcome of any such dispute, shall
be the sole responsibility of the Corporation, and the Corporation
shall not take any action to seek reimbursement from Employee for
such expenses.  Notwithstanding any limitation contained in this
Section 7 to the contrary, Employee shall be entitled to payment or
reimbursement of legal expenses in excess of One Hundred Thousand
Dollars ($100,000) if the expenses were incurred as a result of a
dispute under this Agreement in which Employee obtains a final
judgment in his favor from a court of competent jurisdiction or his
claim is settled by the Corporation prior to the rendering of a
judgment by such a court.

           8.  Employee is not required to mitigate the amount of
benefit payments to be made by the Corporation pursuant to this
Agreement by seeking other employment or otherwise, nor shall the
amount of any benefit payments provided for in this Agreement be
reduced by any compensation earned by Employee as a result of
employment by another employer or which might have been earned by
Employee had Employee sought such employment, after the date of
termination of his employment with the Corporation or otherwise.

           9.  In order to induce the Corporation to enter into
this Agreement, Employee hereby agrees as follows:

          (A)  He will keep confidential and not improperly
     divulge for the benefit of any other party any of the
     Corporation's confidential information and business
     secrets including, but not limited to, confidential
     information and business secrets relating to such matters
     as the Corporation's finances and operations.  All of the
     Corporation's confidential information and business
     secrets shall be the sole and exclusive property of the
     Corporation.

          (B)  For a period of two years after Employee's
     employment with the Corporation ceases, Employee shall
     not either on his own account or for any other person,
     firm or company solicit or endeavor to cause any employee
     of the Corporation to leave his employment or to induce
     or attempt to induce any such employee to breach any
     employment agreement with the Corporation.

In the event of a breach or threatened breach by Employee of the
provisions of this Section 9, the Corporation shall be entitled to
an injunction restraining Employee from committing or continuing
such breach.  Nothing herein contained shall be construed as
prohibiting the Corporation from pursuing any other remedies
available to it for such breach or threatened breach including the
recovery of damages from Employee.  The covenants of this Section
9
shall run not only in favor of the Corporation and its successors
and assigns, but also in favor of its subsidiaries and their
respective successors and assigns and shall survive the termination
of this Agreement.

          10.  The Corporation shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or
assets of the Corporation, by agreement in form and substance
satisfactory to Employee, to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the
Corporation would be required to perform it if no such succession
had taken place.  Failure of the Corporation to obtain such
agreement prior to the effectiveness of any such succession shall
be a breach of this Agreement and shall entitle Employee to
compensation from the Corporation in the same amount and on the
same terms as Employee would be entitled hereunder if he were to
terminate his employment pursuant to Section 4 hereof, except that
for purposes of implementing the foregoing, the date on which
succession becomes effective shall be deemed the date of
termination of Employee's employment with the Corporation.  As used
in this Agreement, "Corporation" shall mean the Corporation as
hereinbefore defined and any successor to the business or assets of
it as aforesaid which executes and delivers the agreement provided
for in this Section 10 or which otherwise becomes bound by all of
the terms and provisions of this Agreement by operation of law.

          11.  Should Employee die while any amounts are payable to
him hereunder, this Agreement shall inure to the benefit of and be
enforceable by Employee's executors, administrators, heirs,
distributees, devisees and legatees and all amounts payable
hereunder shall be paid in accordance with the terms of this
Agreement to Employee's devisee, legatee or other designee or if
there be no such designee, to his estate.

          12.  For purposes of this Agreement, notices and all
other communications provided for herein shall be in writing and
shall be deemed to have been given when delivered or mailed by
United States registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:

          If to Employee:

               Michael F. Elliott
               National City Bancshares, Inc.
               227 Main Street
               Evansville, Indiana   47705

          If to the Corporation:

               National City Bancshares, Inc.
               227 Main Street
               P. O. Box 868
               Evansville, Indiana  47705-0868
               Attention:  Corporate Secretary

or to such other address as any party may have furnished to the
other party in writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.

          13.  The validity, interpretation, and performance of
this Agreement shall be governed by the laws of the State of
Indiana.  The parties agree that all legal disputes regarding this
Agreement will be resolved in Evansville, Indiana, and irrevocably
consent to service of process in such City for such purpose.

          14.  No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge
is agreed to in writing signed by Employee and the Corporation.  No
waiver by any party hereto at any time of any breach by any other
party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the
same or any prior or subsequent time.  No agreements or
representation, oral or otherwise, express or implied, with respect
to the subject matter hereof have been made by any party which are
not set forth expressly in this Agreement.

          15.  The invalidity or unenforceability of any provisions
of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in
full force and effect.

          16.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same Agreement.

          17.  This Agreement is personal in nature and neither of
the parties hereto shall, without the consent of the other, assign
or transfer this Agreement or any rights or obligations hereunder,
except as provided in Section 10 and Section 11 above.  Without
limiting the foregoing, Employee's right to receive payments
hereunder shall not be assignable or transferable, whether by
pledge, creation of a security interest or otherwise, other than a
transfer by his Will or by the laws of descent and distribution as
set forth in Section 11 hereof, and in the event of any attempted
assignment or transfer contrary to this Section 17, the Corporation
shall have no liability to pay any amount so attempted to be
assigned or transferred.

          Any benefits payable under this Agreement shall be paid
solely from the general assets of the Corporation.  Neither
Employee nor Employee's beneficiary shall have interest in any
specific assets of the Corporation under the terms of this
Agreement.  This Agreement shall not be considered to create an
escrow account, trust fund or other funding arrangement of any kind
or a fiduciary relationship between Employee and the Corporation.


          IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed and delivered as of the day and year first
above set forth.

                              NATIONAL CITY BANCSHARES, INC.
                              ("Corporation")

                              By:  /S/  LAURENCE R. STEENBERG    
                                   --------------------------
                                   Laurence R. Steenberg,
                                   Member of the Compensation
                                   Committee
                                   and Member of the Board of
                                   Directors



                                   /S/  MICHAEL F. ELLIOTT
                                   -----------------------
                                   Michael F. Elliott  ("Employee")

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