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                                                                                                            EXHIBIT
10.7


 


 


 


 


 


RF MICRO DEVICES, INC.

 


CASH BONUS PLAN


 


 


 












 






 


RF MICRO DEVICES, INC.

CASH BONUS PLAN




1.        
Purpose


The
purpose of the RF Micro Devices, Inc. Cash Bonus Plan, as it may be amended
(the "Plan"), is to provide selected salaried employees of RF Micro
Devices, Inc. or an affiliate thereof (collectively, the "Company"
unless the context otherwise requires) with awards ("awards") in the
form of cash bonuses based upon attainment of preestablished, objective performance
goals, thereby promoting a closer identification of the participating
employees' interests with the interests of the Company and its shareholders,
and further stimulating such employees' efforts to enhance the efficiency,
profitability, growth and value of the Company. 


2.        
Plan Administration  


The
Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors (the "Board") of the
Company or a subcommittee of the Committee.  To the extent required by Section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code"), the Committee shall be comprised of at least
two members and each member of the Committee (or subcommittee of the Committee)
shall be an "outside director" as defined in Code Section 162(m) and related regulations.  In addition
to action by meeting in accordance with applicable laws, any action of the
Committee with respect to the Plan may be taken by a written instrument signed
by all of the members of the Committee, and any such action so taken by written
consent shall be as fully effective as if it had been taken by a majority of
the members at a meeting duly held and called. Subject to the terms of the
Plan, the Committee shall have full authority in its discretion to take any
action with respect to the Plan.  Without limiting the foregoing, the Committee
has full authority in its discretion to take any action with respect to the
Plan including but not limited to the authority (i) to determine all matters
relating to awards, including selection of individuals to be granted awards and
all terms, conditions, restrictions and limitations of an award; and (ii) to
construe and interpret the Plan and any instruments evidencing awards granted
under the Plan, to establish and interpret rules and regulations for
administering the Plan and to make all other determinations deemed necessary or
advisable for administering the Plan.  The Committee's authority to grant
awards and authorize payments under the Plan shall not in any way restrict the
authority of the Committee to grant compensation to employees under any other
compensation plan or program of the Corporation.  Any decision made, or
action taken, by the Committee in connection with the administration of the Plan
shall be final, binding and conclusive.  Notwithstanding the foregoing, the
Committee may delegate the administration of the Plan to one or more of its
designees (subject to any conditions imposed by the Committee), but only with
respect to matters which would not affect the deductibility under Code Section
162(m) of compensation paid under the Plan to "covered employees" (as such term
is defined in Code Section 162(m) and related regulations).  In the case of
any such delegation, references to the "Committee" herein shall include such
designee or designees, unless the context otherwise requires.  No member of
the Board or the Committee shall be liable for any action, determination or
decision made in good faith with respect to the Plan or any award paid under it. 
The members of the Board and the Committee shall be entitled to indemnification
and reimbursement in the manner provided in the Corporation's articles of
incorporation or by law. 




 




 

 



3.         Eligibility



            The Participants in the Plan (individually, a
"participant," and collectively, the "participants") shall
be those salaried employees of the Company who are designated from time to time
as participants by the Committee.  Eligible participants shall be selected to
participate on an annual or other periodic basis as determined by the
Committee.  With respect to those participants who are "covered
employees," such designation shall be made during the first 90 days of
each performance period and before 25% of the relevant performance period has
passed (or otherwise made at such time and on such terms as will ensure that
the award will, to the extent practicable, qualify as "performance-based
compensation" for purposes of Code Section 162(m)).  Participation in the
Plan for any one performance period does not guarantee that an employee will be
selected to participate in any other performance period.  (For the purposes of
the Plan, "performance period" shall mean a period established by the
Committee during which performance shall be measured to determine if any
payment will be made under the Plan. A performance period may be coincident
with one or more fiscal years of the Company, or a portion thereof.) 


4.        
Nature of Awards


Awards
granted under the Plan shall be in the form of cash bonuses.  


5.        
Awards


            (a)
    Grant of Awards:  At the time performance objectives are established for
a performance period as provided in Section 5(b) herein, the Committee also
shall assign to each participant a target cash bonus award applicable for the
particular performance period (each, a "target bonus").  A
participant's award, if any, shall be earned based on the attainment of written
performance objectives approved by the Committee for a specified performance
period, as provided in Section 5(b) herein.  In the case of awards granted to
covered employees, such performance objectives shall be established by the Committee
(i) while the outcome for the performance period is substantially uncertain,
and (ii) (A) no more than 90 days after the commencement of the performance
period to which the performance objective relates and (B) before 25% of the
relevant performance period has elapsed (or otherwise at such time and upon
such terms as to ensure that the award will, to the extent practicable, qualify
as "performance-based compensation" for purposes of Code Section 162(m)).  During
any fiscal year of the Company, no participant may be granted more than the
maximum award limitation stated in Section 5(c) herein.  The Committee may
adjust awards as appropriate for partial achievement of goals, exemplary effort
on the part of a participant and/or outside mitigating circumstances and may
also make necessary and appropriate adjustments in performance goals; provided,
however, that, except as may be otherwise provided in Section 6 and/or Section
7, no such adjustment shall be made to an award granted under the Plan to a participant
who is a "covered employee" if such adjustment would cause the award
to fail to qualify as "performance-based compensation" for purposes
of Code Section 162(m). 
















 


           
(b)      Performance Objectives:  For each performance period, the Committee shall
establish one or more objective performance measures and specific goals for
each participant and/or for each group of participants.  The performance
objectives established by the Committee shall be based on one or more
performance measures that apply to the individual participant ("individual
performance"), the participant's business unit/function performance
("business unit/function performance"), the Company as a whole
("corporate performance"), or any combination of individual performance,
business unit/function performance or corporate performance.  If a
participant's performance goals are based on a combination of individual
performance, business unit/function performance and/or corporate performance,
the Committee may weight the importance of each type of performance that
applies to such participant by assigning a percentage to it.  In the case of
covered employees, the performance objectives shall be objective and shall be
based upon one or more of the following criteria: (i) objective goals for
revenue; (ii) gross margins; (iii) earnings per share; (iv) net bookings; (v)
module productions; (vi) consolidated earnings before or after taxes (including
earnings before interest, taxes, depreciation and amortization); (vii) net
income; (viii) operating income; (ix) book value per share; (x) return on
shareholders' equity; (xi) return on investment; (xii) return on capital;
(xiii) improvements in capital structure; (xiv) expense management; (xv)
profitability of an identifiable business unit or product; (xvi) maintenance or
improvement of profit margins; (xvii) stock price or total shareholder return;
(xviii) market share; (xix) revenues or sales; (xx) costs; (xxi) cash flow;
(xxii) working capital; (xxiii) return on assets; (xxiv) economic wealth
created, and/or (xxv) strategic business criteria, based on meeting specified
goals or objectives related to market penetration, geographic business
expansion, cost targets, customer satisfaction, employee satisfaction,
management of employment practices and employee benefits, supervision of
litigation and information technology, goals relating to acquisitions or
divestitures of subsidiaries, affiliates or joint ventures, quality matrices,
customer service matrices and/or execution of pre-approved corporate strategy. 
In addition, with respect to participants who are not covered employees, the
Committee may approve performance objectives based on other criteria, which may
or may not be objective.   The foregoing criteria may relate to the Company,
one or more of its affiliates or one or more of its divisions, units,
partnerships, joint venturers or minority investments, product lines or
products or any combination of the foregoing. The targeted level or levels of
performance with respect to such business criteria may be established at such
levels and in such terms as the Committee may determine, in its discretion,
including but not limited to on an absolute basis, in relation to performance
in a prior performance period, and/or relative to one or more peer group
companies or indices, or any combination thereof. In addition, the performance
objectives may be calculated without regard to extraordinary items, except as
may be limited under Code Section 162(m)
in the case of a covered employee.


        (c)     
Earning of Awards:  As soon as practicable after the end of the
performance period, the Committee shall determine whether the performance goals
for the performance period were achieved and, if so, at what level of
achievement under specific formulae established for the performance period.  
If the performance goals were met for the performance period, the Committee
shall determine the amount, if any, of the award earned by each participant and
such award shall be paid in accordance with Section 5(e) herein (subject,
however, to the limitation on awards stated in Section 5(d) herein).


        (d)     
Maximum Award Payable to Any
One Participant: Other provisions of
the Plan notwithstanding, the maximum amount of cash bonus awards that may be
granted under the Plan to any one participant in any one fiscal year shall not
exceed $5,000,000.  
















       
 




               
         (e)     
Payment of Awards:  An award earned
by a participant with respect to a performance period shall be paid to him as
soon as practicable following the determination of the amount of the award and,
with respect to participants who are covered employees, the Committee's written
certification that the participant achieved his performance goals.  Without
limiting the foregoing, awards payable under the Plan shall be paid no later
than the later of (i) the date that is 2-1⁄2 months after the end of the
participant's first taxable year in which the amount is no longer subject to a
substantial risk of forfeiture, or (ii) 2-1⁄2 months after the end of the
Company's first taxable year in which the amount is no longer subject to a
substantial risk of forfeiture, or shall otherwise be structured in a manner to
be exempt from, or in compliance with, Code Section 409A.  Notwithstanding the
foregoing, when the Company reasonably anticipates that any deduction for its
payment would be limited or eliminated by Code Section 162(m), such payment
will be delayed until the earlier of when the Company reasonably anticipates
that the deduction will not be limited or eliminated by Code Section 162(m) or
the calendar year in which the participant separates from service or otherwise
structured to comply with Code Section 409A, related regulations and other
guidance.  The Committee shall not have any discretion to increase the amount
of an award earned and payable pursuant to the terms of the Plan to any
participant who is a covered employee (except to the extent otherwise provided
pursuant to Section 7 herein in the event of a change of control ).  The
Committee shall have the discretion to reduce or eliminate the amount of an
award otherwise earned and payable pursuant to the terms of the Plan to any
participant.  


6.        
Termination of Employment and
Other Events; Covenants


The Committee shall
specify the circumstances in which awards shall be paid or forfeited in the
event of termination of employment by the participant or other event prior to
the end of a performance period or prior to payment of such awards. Unless
otherwise determined by the Committee, if a participant dies, retires, is
assigned to a different position, is granted a leave of absence, or if the
participant's employment is otherwise terminated (except for cause by the
Company) during a performance period, a pro rata share of the participant's
award based on the period of actual participation may, at the Committee's
discretion, be paid to the participant after the end of the performance period
if it would have become earned and payable had the participant's employment
status not changed. The Committee may require a participant, as a condition to
the grant or payment of an award, to have entered into agreements or covenants
with the Company obligating the participant to not compete, to not interfere
the relationships of the Company with customers, suppliers or employees in any
way, to refrain from disclosing or misusing confidential or proprietary
information of the Company, and to take or refrain from taking such other
actions adverse to the Company as the Committee may specify. The form of such
agreements or covenants shall be specified by the Committee, which may vary
such form from time to time and require renewal of the agreements or covenants,
as then specified by the Committee, in connection with the allocation or payout
of any award.  For the purposes herein, termination for "cause" shall
mean termination for cause under the terms of any employment, consulting,
change in control or similar agreement if any, between the Company and the
participant, or, if none, "cause" shall have the meaning ascribed to
such term under the Company's 2003 Stock Incentive Plan (as it may be amended)
or any other applicable stock plan.


7.         Change of Control













               
 


           
 




              
 


            (a)     
Notwithstanding any other
provision in the Plan to the contrary, and except as may be otherwise provided
in Section 7(b) herein, in the event of a change of control (as defined in Section 7(c)), all awards
granted pursuant to the Plan shall be deemed to be earned based on the
assumption that any applicable performance goals were met in full (100%);
provided, however, that the amount of any such bonus shall be reduced on a pro
rata basis, so that the participant shall only receive a pro rata portion of
the bonus for each completed month of the applicable performance period which
had elapsed when the change of control occurred.  By way of example (and not
limitation), if (i) a participant would have been entitled to a $100,000 bonus
based on attainment of 100% of applicable performance goals during a 12-month
performance period, and (ii) a change of control occurs during the seventh
month of the performance period, the participant shall be entitled to a $50,000
bonus (one-half of the $100,000 bonus that would otherwise have been payable if
the full performance period had elapsed), treating any applicable performance
goals as being fully met. In the event of a change of control, any bonuses
payable under Section 7 (whether payable pursuant to Section 7(a) or Section
7(b) herein) shall be immediately due and payable, without regard to whether
such bonuses are deductible under Code Section 162(m) and without regard to
whether the participant continues in service in the same position following the
change of control, has a change in position or responsibility, or is terminated
from employment with the Company (or successor or surviving corporation).  In
addition, without in any way limiting the preceding, in the event that a
participant has entered into a change in control agreement or similar agreement
with the Company, the participant shall be entitled to the greater of the
benefits payable upon a change of control of the Company pursuant to Section
7(a) or Section 7(b) herein or the respective change in control agreement or
similar agreement, and such change in control agreement or similar agreement
shall not be construed to reduce in any way the benefits otherwise payable to a
participant upon the occurrence of a change of control as defined in the Plan.



           
(b)    
Notwithstanding the provisions of
Section 7(a), in the event that a "change of control" (as defined in
Section 7(c) herein) occurs, the Committee may, in its sole and absolute
discretion, determine that any or all awards granted pursuant to the Plan shall
not be payable on a pro rata basis as provided in Section 7(a) herein but shall
instead be deemed to be earned up to 100% and treated as if up to 100% of all
applicable performance goals for up to 100% of the applicable performance
period were met (in which case such awards shall become immediately due and
payable for the full performance period, notwithstanding the date of the change
of control event during the performance period or the deductibility of awards
under Code Section 162(m)), if the Corporation or the surviving or acquiring
corporation, as the case may be, shall not have taken such action, including
but not limited to the assumption of awards granted under the Plan or the grant
of substitute awards (in either case, with substantially similar terms or
equivalent economic benefits as awards granted under the Plan), as in the
opinion of the Committee is equitable or appropriate to protect the rights and
interests of participants under the Plan. Any payments made pursuant to this
Section 7(b) may not be less than the amount of pro rata bonus payments that
would otherwise be payable under Section 7(a) herein.  For the purposes herein,
assuming that the Committee is acting as the Plan administrator authorized to
make the determinations provided for in this Section 7(b), the Committee shall
be appointed by the Board of Directors, two-thirds of the members of which
shall have been directors of the Corporation prior to the merger, share
exchange, reorganization or other business combinations affecting the
Corporation or a related entity.


            (c)     
For the purposes herein, for each
participant, a "change of control" shall have the definition given
the term "change in control" in the participant's change in control
agreement with the Company, or, if the participant has not entered into a
change in control agreement with the Company, then a "change of
control" shall be deemed to have occurred on the earliest of the following
dates: 


                      (i)      The date any entity or person
shall have become the beneficial owner of, or shall have obtained 

                               voting
control over, fifty-one percent (51%) or  more of the outstanding Common Stock
of the 

                               Corporation;


                     (ii)      The date the shareholders of the
Corporation approve a definitive agreement (A) to merge or 

                               consolidate the
Corporation with or into another corporation in which the Corporation is not


                               the continuing or surviving corporation or pursuant to which any shares of
Common Stock 

                               of the Corporation would be converted into cash, securities or
other property of another 

                               corporation, other than a merger or consolidation of
the Corporation in which holders

                
              of Common Stock immediately prior to the
merger or consolidation have the same proportionate 

                               ownership of Common Stock
of the surviving corporation  immediately after the merger as 

                               immediately before,
or (B) to sell or otherwise dispose of all or substantially all the assets of

                              
the Corporation; or



                    (iii)      The date there shall have been a
change in a majority of the Board within a 12-month period 

                               unless the
nomination for election by the Corporation's shareholders of each new director
was 

                               approved by the vote of two-thirds of the directors then still in office
who were in office at the

                 
             beginning of the 12-month period.


























(For
purposes herein, the term "person" shall mean any individual,
corporation, partnership, group, association or other person, as such term is
defined in Section
13(d)(3) or Section
14(d)(2) of the Exchange Act, other than the Corporation, a subsidiary of the
Corporation or any employee benefit plan(s) sponsored or maintained by the
Corporation or any subsidiary thereof, and the term "beneficial
owner" shall have the meaning given the term in Rule 13d-3 under the
Exchange Act.)


8.        
No Right to Employment


Nothing
contained in this Plan or any action taken pursuant
to the Plan shall be construed as conferring upon any participant the right or
imposing upon him the obligation to continue in the employment of or service to
the Company, nor shall it be construed as imposing upon the Company the
obligation to continue the employment or service of a participant.  Except as
may be otherwise provided in the Plan or determined by the Committee, all
rights of a participant with respect to an award and distribution of any cash
payment subject to an award shall terminate and be forfeited upon a
participant's termination of employment or service with the Company. 


9.         Amendments 



The
Board of Directors of the Company may amend, discontinue or terminate the Plan in whole or in part at any time,
provided that (a) approval of an amendment to the Plan by the shareholders of
the Corporation shall be required to the extent, if any, that shareholder
approval of such amendment is required by applicable laws, rules or
regulations; and (b) except as otherwise provided in Section 5(e), no such
amendment, discontinuance or termination of the Plan shall adversely affect any
award earned and payable under the Plan as of the date of such amendment or
termination without the participant's consent.  However, notwithstanding the
foregoing, the Committee shall have unilateral authority to amend the Plan and
any award (without participant consent) to the extent necessary to comply with
applicable laws, rules or regulations or changes to applicable laws, rules or
regulations (including but in no way limited to Code Section 162(m) and Code Section
409A, related regulations and other guidance).


10.       
Effective Date


The Plan shall become effective on June 1, 2006, subject
to the approval by the shareholders of the Company as required by Code Section 162(m) and related regulations.  To the
extent required under Code Section 162(m), awards under the Plan granted prior
to such shareholder approval shall be conditioned upon and shall be payable
only upon approval of such performance criteria by the shareholders of the
Company in accordance with the requirements of Code Section 162(m).  


11.       
Miscellaneous


            (a)    
Taxes; Offset: Any tax required to be withheld by any government
authority shall be deducted from each award.  The Committee, in its sole
discretion (but subject to applicable law), may apply any amounts payable to
any participant hereunder as a setoff to satisfy any liabilities owed to the
Company by the participant.


            (b)   
Nonassignability: Unless the Committee determines otherwise, awards
and any other rights under the Plan shall not be subject to anticipation, alienation,
pledge, transfer or assignment by any person entitled thereto, except by
designation of a beneficiary or by will or the laws of intestate succession.















            (c)   
 No Trust; Unfunded Plan:  The obligation of the Company to make payments
hereunder shall constitute a liability of the Company to the participants. 
Such payments shall be made from the general funds of the Company, and the
Company shall not be required to establish or maintain any special or separate
fund, or otherwise to segregate assets to assure that such payments shall be
made, and neither the participants nor their beneficiaries shall have any
interest in any particular assets of the Company by reason of its obligations
hereunder.  Nothing contained in this Plan shall create or be construed as creating
a trust of any kind or any other fiduciary relationship between the Company and
the participants or any other person or constitute a guarantee that the assets
of the Company shall be sufficient to pay any benefits to any person.  To the
extent that any person acquires a right to receive payments from the Company
hereunder, such right shall be no greater than the right of an unsecured
creditor of the Company.  


            (d)   
 Impact of Plan Award on other
Plans:  Awards granted pursuant to
the Plan shall not be treated as compensation for purposes of any other
compensation or benefit plan, program or arrangement of the Company, unless
either (i) such other plan, program or arrangement provides that compensation
in the form of awards payable under the Plan are to be considered as
compensation thereunder, or (ii) the Committee so determines.  The adoption of
the Plan shall not affect any other incentive or other compensation plans or
programs in effect for the Company, nor shall the Plan preclude the Company
from establishing any other forms of incentive or other compensation for
employees of the Company.


            (e)    
Facility of Payments: If a participant or any other person entitled to
receive an award under this Plan (the "recipient") shall, at the time
payment of any such amount is due, be incapacitated so that such recipient
cannot legally receive or acknowledge receipt of the payment, then the
Committee, in its sole and absolute discretion, may direct that the payment be
made to the legal guardian, attorney-in-fact or person with whom such recipient
is residing, and such payment shall be in full satisfaction of the Company's
obligation under the Plan with respect to such amount.


            (f)    
Beneficiary Designation: The Committee may permit a participant to designate
in writing a person or persons as beneficiary, which beneficiary shall be
entitled to receive settlement of awards, if any, to which the participant is
otherwise entitled in the event of death. In the absence of such designation by
a participant, and in the event of the participant's death, the estate of the
participant shall be treated as beneficiary for purposes of the Plan, unless
the Committee determines otherwise.   The Committee shall have sole discretion
to approve and interpret the form or forms of such beneficiary designation.


            (g)    Governing Law: The Plan shall be construed and its provisions
enforced and administered in accordance with the laws of the State of North Carolina, without regard to the principles of conflicts of laws, and in accordance
with applicable federal laws.


            (h)    
Compliance with Code Section 162(m): The
Company intends that compensation under the Plan payable to covered employees
will, to the extent practicable, constitute qualified "performance-based
compensation" within the meaning of Code Section 162(m) and related regulations, unless
otherwise determined by the Committee. Accordingly, the provisions of the Plan
shall be administered and interpreted in a manner consistent with Code Section 162(m) and related
regulations.  If any provision of the Plan or any award that is granted to a
covered employee (in each case, other than payments to be made pursuant to
Section 6 and/or Section 7 herein) does not comply or is inconsistent with the
requirements of Code Section
162(m) or related regulations, such provision shall be construed or deemed
amended to the extent necessary to conform to such requirements.


















            (i)    
Adjustments: The Committee is authorized at any time during or
after the completion of a performance period, in its sole discretion, to adjust
or modify the terms of awards or performance objectives, or specify new awards,
(i) in the event of any large, special and non-recurring dividend or
distribution, recapitalization, reorganization, merger, consolidation,
spin-off, combination, repurchase, share exchange, forward or reverse split,
stock dividend, liquidation, dissolution or other similar corporate
transaction, (ii) in recognition of any other unusual or nonrecurring event
affecting the Company or the financial statements of the Company (including
events described in (i) above as well as acquisitions and dispositions of
businesses and assets and extraordinary items determined under generally
accepted accounting principles), or in response to changes in applicable laws
and regulations, accounting principles, and tax rates (and interpretations
thereof) or changes in business conditions or the Committee's assessment of the
business strategy of the Company. Unless the Committee determines otherwise, no
such adjustment shall be authorized or made if and to the extent that the
existence of such authority or the making of such adjustment would cause awards
granted under the Plan to covered employees whose compensation is intended to
qualify as "performance-based compensation" under Code Section 162(m) and
related regulations to fail to so qualify.


            (j)   
Compliance with Code Section
409A:  Notwithstanding any other
provision in the Plan or an award to the contrary, if and to the extent that
Code Section 409A is deemed to apply to the Plan or any award granted under the
Plan, it is the general intention of the Company that the Plan and any such
award shall, to the extent practicable, be construed in accordance therewith. 
Deferrals pursuant to an award otherwise exempt from Code Section 409A in a
manner that would cause Code Section 409A to apply shall not be permitted
unless such deferrals are in compliance with Code Section 409A.  Without in any
way limiting the effect of the foregoing, in the event that Code Section 409A
requires that any special terms, provision or conditions be included in the
Plan or any award, then such terms, provisions and conditions shall, to the
extent practicable, be deemed to be made a part of the Plan and/or award, as
applicable.  Further, in the event that the Plan or any award shall be deemed
not to comply with Code Section 409A, then neither the Company, the Board, the
Committee nor its or their designees or agents shall be liable to any
participant or other persons for actions, decisions or determinations made in
good faith. 


            (k)   
Restrictions on Awards:  Notwithstanding any other Plan provision to the
contrary, the Company shall not be obligated to make any distribution of
benefits under the Plan or take any other action, unless such distribution or
action is in compliance with applicable laws, rules and regulations (including
but not limited to applicable requirements of the Code).  


            (l)    
Gender and Number:  Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and
words in the plural shall include the singular.


           (m)    
Severability:  If any provision of the Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.


            (n)    
Binding Effect:  The Plan shall be binding upon the Company, its
successors and assigns, and participants, their legal representatives,
executors, administrators and beneficiaries.  
















            This RF Micro
Devices, Inc. Cash Bonus Plan has been executed in behalf of the Company
effective as of the 1st day of June, 2006.




                                                                                    RF
MICRO DEVICES, INC. 






                                                                                    By:
/s/ Robert A. Bruggeworth              


                                                                                          Chief
Executive Officer






Attest:






/s/ William A. Priddy, Jr.           


Secretary/Asst.
Secretary


[Corporate Seal]