EXHIBIT 10.9
                                                                    ------------

                              PAB BANKSHARES, INC.
                  EMPLOYEE AND DIRECTOR STOCK PURCHASE PROGRAM

The  purpose  of  the  PAB Bankshares, Inc. Employee and Director Stock Purchase
Program  (the  "Program")  is  to  provide  an opportunity for the employees and
directors  of  PAB  Bankshares,  Inc.  (the  "Company")  and its subsidiaries to
conveniently  purchase  shares  of  common  stock  of  the Company.  The Company
believes that employee and director participation in ownership of the Company on
this basis will be to the mutual benefit of the employee and/or director and the
Company.  The Program is not subject to any provision of the Employee Retirement
Income  Security  Act  of  1974,  as  amended.

                                    ARTICLE 1
                                   DEFINITIONS

     Whenever used herein, the following terms shall have the meanings set forth
below, and when the meaning is intended, the initial letter of the word shall be
capitalized:

     "ACCOUNT"  means  a  Participant's account for purposes of this Plan, which
shall  be  comprised  of  a  Participant's Cash Account and Stock Share Account.

     "BOARD" means the Board of Directors of the Company.

     "CASH  ACCOUNT"  means  an  account  maintained  by  the  Custodian  for  a
Participant  to which Participant contributions, Employer Contributions, payroll
deductions,  and  any  interest  earned  if  applicable,  shall  be  credited.

     "COMMITTEE"  means  the  committee  appointed  to administer the Program in
accordance  with  Article  2.

     "COMPANY"  means  PAB  Bankshares,  Inc.,  a  registered multi-bank holding
company  organized  and existing as a business corporation under the laws of the
State  of  Georgia,  and  any subsidiary of PAB Bankshares, Inc. which elects to
participate  in  the  Program.

     "COMPENSATION"  means  base  pay excluding commissions, benefits, overtime,
and  Employer  contributions  to  other  plans.

     "CONTINUOUS  EMPLOYMENT"  means  an  uninterrupted  period of employment or
service as a Director with one or more Employers, including authorized leaves of
absence.

     "CUSTODIAN"  means  The  Park  Avenue  Bank,  or any successor appointed in
accordance  with  Article  3.

     "CUT-OFF  DATE"  means  the  date established by the Committee from time to
time  by  which  enrollment  forms  must be received prior to a Purchase Period.

     "DEDUCTION  DATE"  means the date established by the Committee that payroll
deductions  are  made  or  direct  payments  are  made  to  the  Program.

     "DIRECTOR"  means  a  member of the Board of Directors or advisory board of
directors  of  an  Employer.

     "EFFECTIVE DATE" shall mean July 1, 2002.

     "ELIGIBLE DIRECTOR" means a Director eligible to participate in the Program
in  accordance  with  Article  4.

     "ELIGIBLE  EMPLOYEE"  means  an  Employee  eligible  to  participate in the
Program  in  accordance  with  Article  4.

     "EMPLOYEE" means any active employee of an Employer.

     "EMPLOYER" means the Company and any subsidiary of the Company which elects
to  participate  in  the  Program.


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     "NOTICE  OF  INTENTION"  means  the  form which must precede or accompany a
Participant's  cash  contribution to the Program and which such Participant must
forward  to  the  Committee  through  his  Employer.  This form will contain, in
addition to other pertinent information, the Participant's authorization for the
Custodian  to  acquire  Stock  for  his  benefit  under  the  Program.

     "PARTICIPANT"  means  an  Eligible Employee or an Eligible Director who has
enrolled  in  the  Program  pursuant  to  Article  5.

     "PAYROLL  DEDUCTION  AUTHORIZATION" means the form which a Participant must
forward  to  the Committee prior to a Cut-Off Date through his Employer so as to
participate  in  the payroll deduction procedure of the Program.  This form will
contain,  in  addition  to  other  pertinent  information,  the  Participant's
authorization  for  the  Custodian  to  acquire  Stock for his benefit under the
Program.

     "PURCHASE PERIOD" means each calendar month.

     "STOCK" means the authorized and outstanding shares of voting, no par value
common  stock of the Company and any shares which may be issued or exchanged for
such  shares.

     "STOCK  SHARE  ACCOUNT" means the separate account, which is required to be
established  and  maintained with respect to each Participant for the purpose of
recording  Stock  purchased  for  and  allocated  to  the  Participant under the
Program.

                                    ARTICLE 2
                                 ADMINISTRATION

     2.1     The  Program  shall be administered by a Committee appointed by the
Board  (the  "Committee").  There  shall  be  at  least  three  members  of  the
Committee,  who shall not receive compensation from the Program.  The members of
the  Committee  shall  be appointed from time to time by, and shall serve at the
discretion  of  the  Board.  The  Committee shall have the authority to delegate
administrative  duties  to  officers,  directors  or  employees  of the Company.

     2.2     The  Committee  shall  have  the  power,  subject to and within the
limits  of  the express provisions of the Program, to construe and interpret the
Program;  to  establish,  amend,  and  revoke  rules  and  regulations  for
administration  of  the  Program;  to  determine  all  questions  of  policy and
expediency  that  may  arise  in  the administration of the Program; to make any
changes  to the Program or its operations to reduce or eliminate any unfavorable
accounting  consequences to the extent deemed appropriate by the Committee; and,
generally,  to exercise such powers and perform such acts as the Committee deems
necessary  or  expedient  to  promote  the  best  interests of the Company.  The
Committee's  determinations  as  to  the  interpretation  and  operation of this
Program  shall  be  final  and  conclusive.

     2.3     The  Program  provisions  relating  to  the  administration  of the
Program may be amended by the Committee from time to time as may be desirable to
satisfy  any requirements of or under the federal securities or other applicable
laws of the United States, to obtain any exemption under such laws, or to reduce
or  eliminate  any  unfavorable  accounting  consequences.

     2.4     Each Employer shall indemnify each of its employees involved in the
administration  of  the  plan,  including  Committee members, against all costs,
expenses and liabilities, including attorney's fees, incurred in connection with
any  action,  suit  or  proceeding  instituted  against  him alleging any act of
omission  or  commission  by  him  while acting in good faith in discharging his
duties  with  respect  to  the  Program.  This indemnification is limited to the
extent  such costs and expenses are not covered under insurance as may be now or
hereinafter  provided  by  the  Company.

                                    ARTICLE 3
                                    CUSTODIAN

     The  Custodian  shall  receive  all contributions made by the Employers and
Participants  in  cash  only  or  its equivalent.  All contributions so received
shall  be  held  in  an  account  established  by  the  Custodian  (the "Program
Account"),  and  managed  and administered pursuant to the terms of the Program.

     The Custodian may be removed by the Company at any time.  The Custodian may
resign at any time upon thirty (30) days notice in writing to the Company.  Upon
removal  or  resignation  of  a Custodian, the Company shall appoint a successor


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Custodian  who shall have the same powers and duties as those conferred upon the
original  Custodian,  the  predecessor Custodian shall assign, transfer, and pay
over  to  such  Custodian the funds and properties then constituting the Program
Account and any and all records it might have with regard to the Program Account
and  the  administration  of  the  Program.

     Any  corporation  into  which any corporate Custodian may be merged or with
which  it  may  be consolidated, or any corporation resulting from any merger or
consolidation to which all or substantially all of the business of any corporate
Custodian  may  be transferred, shall be the successor of such Custodian without
the  filing  of  any  instrument  or  performance  of  any  further  act.

     The  Custodian  shall  have  the  following powers, authorities, duties and
responsibilities  in  the  administration and investment of the Program Account:

          (a)  To cause to be purchased at the then current market price for the
               benefit  of  the  Participants  in  the  Program and the Employer
               unrestricted  shares of Stock in its name as Custodian, to retain
               the  same and to cause the same to be disposed of pursuant to the
               terms  of  the  Program.

          (b)  To  cause  the  books and records of the Custodian to show at all
               times  that  all  such  investments  are  part  of  the  Program.

          (c)  To  maintain  records,  including, but not limited to, those with
               respect  to  contributions  made,  Stock purchased, allocated and
               distributed  to Participants and the Employer, and dividends paid
               to  the  Custodian.

          (d)  To  file  with  the appropriate governmental agencies any and all
               tax  returns,  reports  and notifications required of the Program
               and  to  provide  all  Participants with any and all tax returns,
               reports  and  notifications  to  which  they  are  entitled.

          (e)  To  make,  execute, acknowledge and deliver any and all documents
               as may be necessary or appropriate to carry out the powers herein
               granted.

          (f)  To  do all such acts, take all such proceedings, and exercise all
               such  rights  and privileges, although not specifically mentioned
               herein,  as  the  Custodian  may  deem  necessary or desirable to
               administer  the Program Account, and to carry out and satisfy the
               purposes  and  intent  of  the  Program.

     Each  Employer  shall indemnify and hold harmless the Custodian and each of
its  employees  against  any  and  all  losses, claims, damages, liabilities and
expense  including,  without  limitation,  reasonable costs of investigation and
counsel  fees  and  disbursements which may be imposed upon the Custodian or its
employees  incurred  by it or them in connection with its or their acceptance of
its  or  their  appointment  as Custodian hereunder or the performance of its or
their  duties  hereunder,  including, without limitation, any litigation arising
from  the  Program  or  involving  the  subject  matter  hereof.

     The  Custodian  shall  keep accurate and detailed accounts of all receipts,
disbursements,  and  other  transactions  hereunder.  All  accounts,  books, and
records  relating  to such transactions shall be open to inspection and audit at
all  reasonable  times  by  any  person  designated  by  the  Committee.

     On  or  before the tenth (10th) day following the last day of each calendar
year or upon such other reporting schedules and for such other reporting periods
as  the  Committee  and Custodian shall agree, the Custodian shall file with the
Committee  a written report setting forth all receipts, disbursements, and other
transactions  effected  during  such  preceding  month  or reporting period, and
setting  forth  the  current  status  of  the  Program  Account.

     As  soon  as  practicable  following the end of each calendar year, or more
often  as  the  Committee  elects, the Custodian will send to each Participant a
statement showing all transactions in his Account, including a statement showing
the  number  and  cost of shares in his Stock Share Account and the value of his
Cash  Account  as of the date of such report, and showing the approximate number
of  employees  participating  in  the  Program  and  the  number  eligible  to
participate.  A Participant desiring further information as to the status of his
Account  may  contact  the Committee.  Neither the Committee, the Custodian, nor
any  Employer  has  any  responsibility for the value of the common stock of the
Company  in  a  Participant's  Stock  Share  Account.


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                                    ARTICLE 4
                                  PARTICIPATION

     4.1     Each  Employee  who  has  completed  thirty (30) days of Continuous
Employment  with  an Employer shall be eligible to participate in the Program as
of  the  first  Purchase  Period  beginning  on or first following the date such
individual  satisfies such service requirement.  Each Director shall be eligible
to  participate  in  the Program as of the first Purchase Period beginning on or
first  following  the  date  such  individual  becomes  a Director.  An Eligible
Employee  or  Eligible Director who does not elect to participate in the Program
as  of  the  Purchase  Period he is first eligible to participate in the Program
will become eligible as of the Purchase Period which begins on the next calendar
quarter,  or  on  any calendar quarter thereafter.  A person who is eligible for
participation  in  the  Program  as  both an Employee and as a Director shall be
limited  to  participation  in  the  Program  in  the  capacity  of  his choice.

                                    ARTICLE 5
                                  CONTRIBUTIONS

     5.1     An  Eligible  Employee  may  enroll  in  the Program for a Purchase
Period  (which  election may be on an ongoing basis) by completing and signing a
Payroll  Deduction  Authorization  and  submitting  such  form to the Company in
accordance with procedures established by the Committee on or before the Cut-Off
Date with respect to that Purchase Period.  Thereafter, an Eligible Employee may
change  his election for any future Purchase Period by completing and submitting
a  revised  Payroll  Deduction  Authorization  and  submitting  such form to the
Company  in accordance with procedures established by the Committee on or before
the  Cut-Off  Date with respect to such Purchase Period.  Each Eligible Employee
may  also  make  a  direct  contribution  in  lieu  of or in addition to payroll
deduction  in  accordance  with  procedures  established  by the Committee.  The
maximum  annual  contribution  that  may  be made by an Eligible Employee is the
lesser  of  $2,000  or  10%  of  such  Eligible  Employee's  Compensation.

     5.2     An  Eligible  Director  may  enroll  in  the Program for a Purchase
Period  by completing and signing a Notice of Intention and submitting such form
to  the Company in accordance with procedures established by the Committee on or
before  the  Cut-Off  Date  with  respect  to that Purchase Period.  The minimum
annual  contribution  that  may  be made by an Eligible Director is $120 and the
maximum  annual  contribution  is  $2,000.

     5.3     In  addition  to  the  foregoing  contributions  and subject to the
provisions  of  Section  6.2  below,  the  Employers  shall  make  an  Employer
Contribution to the Account of each Eligible Employee and each Eligible Director
of  an  amount  equal to fifty percent (50%) of the amount contributed by and/or
withheld from the Eligible Employee or Eligible Director for a calendar quarter.

                                    ARTICLE 6
                                    PURCHASE

     6.1     As  soon  as practicable after the end of each Purchase Period, the
Employers  shall  remit  Participant  payroll  deductions and Participant direct
contributions  to  the Custodian, which amounts shall be immediately credited to
each  Participant's Cash Account.  In addition, as soon as practicable after the
end  of  each calendar quarter, the Employers shall remit Employer Contributions
required  to  be  made  in  accordance  with  Section  5.3.

     6.2     As  soon  as  practicable  after  receipt  of  Participant  payroll
deductions,  Participant  direct  contributions  and Employer Contributions, the
Company  will  direct  the  Custodian  to  use such funds to purchase issued and
outstanding  shares  of  Stock  at  the current market price for the accounts of
Participants.  The  Custodian  is  under  no  obligation  to  purchase  Stock
immediately  on  receipt  of  contributions  but  should  acquire shares without
disruption  of  normal  market  activity  and  at  a  price it deems in its sole
discretion is to the best benefit of Participants and beneficiaries.  Subject to
limitations  of  applicable  law,  the  Custodian is authorized and empowered to
purchase  shares  of  Stock notwithstanding the fact that any independent dealer
from  or  registered  broker  through  whom it may purchase such shares may have
acquired  such  shares  from  Directors  or  Employees  of  an  Employer  or its
affiliates  or  from  any  other  related  persons  or  organization,  and
notwithstanding  the  fact that the registered broker or dealer may be acting as
broker  or dealer for Directors or Employees or for any other related persons or
organizations.  Subject  to  limitations  of  applicable  law,  the Custodian is
authorized and empowered to purchase shares of Stock from Directors or Employees
of  an  Employer or from any other related persons or organizations.  As soon as
practical after each purchase, the Custodian will determine the average cost per
share  of  all shares so purchased and will then ratably allocate such shares to
the  Stock  Share Account of each Participant according to a fraction determined
by dividing the balance in each Participant's Cash Account by the balance in all
Participant's Cash Accounts, charging each Cash Account with the average cost of
the  shares  so  allocated.


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     Normal  and  customary  broker's  fees,  commissions,  postage  and  other
transactional  costs  actually incurred in connection with the purchase of Stock
under  the  Program  will  be  included  in  the  cost  of  such  Stock  to each
Participant.  Interest  shall  be credited to each Participant based on the cash
held  in  his  Cash  Account.  Cash dividends, stock dividends, stock splits and
similar  changes  with  regard  to Stock will be credited to Participants on the
basis  of the number of shares theretofore allocated to each Participant's Stock
Share  Account  to the extent that any such dividend or split is attributable to
such allocated Stock.  Cash dividends received by the Program with regard to the
Stock  will  not  reduce  the  amount  of Participant and Employer Contributions
otherwise  allowable  under  the  Program.  Such  dividends  will be used by the
Custodian  to  purchase  additional  Stock  for  the  benefit  of  Participants.

     Neither  the  Custodian,  the  Committee,  nor  any Employer shall have the
responsibility as to the value of the Stock acquired for any Participant's Stock
Share Account.  The Company's duty to purchase shares of Stock under the Program
shall be subject to any and all legal restrictions or limitations imposed at any
time  by  governmental  authority, including, but not limited to, the Securities
and  Exchange  Commission,  and  shall  be  subject  to  any other restrictions,
limitations  or considerations deemed valid by the Company.  Accordingly neither
the Custodian, the Committee, nor any Employer shall be liable in any way if, as
a  result  of such restrictions, limitations or considerations, the whole amount
of  funds  available in the Participant's Cash Accounts for purchase of Stock is
not applied to the purchase of such shares at the time herein otherwise provided
or  contemplated.


                                    ARTICLE 7
                                  DISTRIBUTIONS

     7.1     A  Participant  may  request  a distribution of the entirety of his
Account  at  any  time  in  such  manner  as established by the Committee.  If a
Participant  receives  a  distribution  from  his  Account,  he  may  not  make
contributions to the Program, through payroll deductions or otherwise, until the
Purchase  Period  beginning on first day of the first calendar quarter following
the  expiration  of  the  twelve  (12)  month  period  beginning  on the date of
distribution.


     7.2       Any Eligible Employee who discontinues his payroll deductions for
any  calendar  month  or  any  Eligible Director who does not contribute $120.00
during  any  calendar  year  may not resume making contributions to the Program,
through  payroll deductions or otherwise, until the Purchase Period beginning on
first  day  of the first calendar quarter following the expiration of the twelve
(12)  month  period  beginning,  as  the  case may be, the last day of the month
during  which  an  Eligible Employee discontinued payroll deductions or the last
day  of  the  calendar  year during which the Eligible Director contributed less
than  $120.00.

     In  addition,  a Participant's participation in the Program shall terminate
and  his  Account  shall  be immediately distributed, in the case of an Eligible
Employee,  at  the  time  the  Eligible  Employee terminates employment with the
Employer  for  any reason, and, in the case of an Eligible Director, at the time
the  Eligible  Director's  status  as  a  Director  terminates  for  any reason.

     7.3     Notwithstanding  the foregoing if, in the case of a Participant who
is  an  Eligible  Employee, the Eligible Employee terminates employment with the
Employer  by  reason  or  death,  and,  in  the  case of a Participant who is an
Eligible  Director,  the  Eligible Director's status as a Director terminates by
reason  or  death,  payment  of  the  Participant's Account shall be made to the
Participant's  primary beneficiary or, in the event the primary beneficiary does
not  survive  the  Participant,  the  Participant's  secondary  beneficiary  as
designated  on  his Payroll Deduction Authorization Form or Notice of Intention.
If  no  primary  beneficiary or secondary beneficiary has been designated, or if
such  primary  beneficiary  and  secondary  beneficiary  do  not  survive  the
Participant,  payment  shall be made as soon as practicable to the Participant's
duly  appointed  legal representative after satisfaction of any applicable legal
requirements.

     7.4     Upon  the distribution of a Participant's Account, certificates for
the  shares of Stock in the Participant's Stock Share Account shall be delivered
to  the  Participant,  together  with  a check for the net sale proceeds for any
fractional  share  interest  he might have and any remaining balance in his Cash
Account.  The Participant may request that the Custodian sell shares of Stock of
the  Company  then  allocated to the Participant's Stock Share Account.  A check
for  the  net  sale  proceeds  from  any  such  sale  shall  be delivered to the
Participant.  Subject  to  limitations  of  applicable law, any such sale may be
made  to  an  Employer  or  to  any  individual  or  entity.


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     7.5     No  right  or  interest of any Participant in the Program or in his
Accounts  shall  be  assignable  or  transferable nor subject to any lien by any
legal  process  for  debts  or  liabilities.

                                    ARTICLE 8
                                  VOTING RIGHTS

     Participants  have  the  rights  and  powers  of ordinary shareholders with
respect  to  the  shares of Stock purchased and held for their Account under the
Program,  including,  but  not  limited  to, the right to vote such shares.  The
Custodian  shall  cause  to be delivered to all Participants, at the time and in
the  manner  such  materials are sent to share holders of the Company generally,
all  reports,  proxy  solicitation  materials  and  all  other  disclosure  type
communications  distributed  to  shareholders  generally.

                                    ARTICLE 9
                                    EXPENSES

     The  Employers  bear  the costs of administering the Program, including the
payment  of  the  Custodian's  published  fees  and  expenses.  Broker's  fees,
commissions,  postage,  issuance  of  Stock certificates and other transactional
costs  actually  incurred in connection with the purchase or sale of Stock under
the Program will be included in the costs of such Stock to each Participant.  No
additional  costs  will be charged to Participants either upon the allocation of
Stock to them or upon termination of their participation in the Program.

                                   ARTICLE 10
                             TERMINATION OF PROGRAM

     10.1     The  Company  reserves the right to amend the Program at any time;
however,  no  amendment  shall effect or diminish any Participant's right to the
benefit  of  contributions made by him or his Employer prior to the date of such
amendment.

     10.2     The  Company  intends  to  maintain  the Program indefinitely, but
reserves  the  right  to  terminate the Program, and each participating Employer
reserves  the  right  to terminate its participation in the Program at any time.
In  such  event,  there  will  be  no  further Participant payroll deductions or
contributions  and  no  additional  Employer Contributions, but the Company will
endeavor  to  make  purchases  of  Stock  out  of available funds.  The Stock so
purchased  will  be  allocated  to  the  Stock  Share  Accounts  of  the  former
Participants  in  the  usual  manner.  As  soon  as  practicable thereafter, the
Custodian  will  deliver to each former Participant a certificate for all of the
allocated  full shares of Stock held in his Stock Share Account, together with a
check  for  the net sale proceeds received for any fractional share interest and
any  remaining  balance  in  his  Cash  Account.

     10.3     The  Company  and  each  Employer  reserves  the  right to suspend
Employer  Contributions  to  the  Program  at  any time for any reason.  In such
event,  the  Committee  shall  immediately  notify all Participants, stating the
effective date and, if determined, the duration of such suspension.  During such
period  of  suspension,  the Committee may elect to allow Participants, at their
option  to  continue to make contributions to the Program by Participant payroll
deductions  or direct contributions, but no Employer contributions shall be made
with  respect  to those Participant deductions and contributions. Otherwise, the
Program  shall  continue  operations  to  the  extent  practical.

     10.4     The  Company  may  suspend or terminate the Program at any time if
continuance  of the Program would for any reason, be prohibited under federal or
state law and/or rules and regulations promulgated there under, even though such
prohibition  arises  because  of some act on the part of the Company, including,
but  not  limited to, a distribution of securities.  If the Program is suspended
for  this  reason,  no  additional Employer contributions or Participant payroll
deductions  or  contributions  to  the  Program may be made, and no Stock may be
purchased  under the Program until the Program is restored to active status.  If
the  Program  is  terminated  for this reason, there will be no further Employer
Contributions  or  Participant  payroll  deductions  or  direct  Participant
contributions  to  or  purchases  of  Stock under the Program, and the Custodian
shall  deliver  to  each  former  Participant  his interest receivable under the
Program  in  a  like  manner  as  for  any  other  termination.


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                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

     11.1     Subsidiaries  of  the Company may adopt the Program as an Employer
by  furnishing  satisfactory  evidence  thereof  to the Committee, which in turn
shall  immediately  notify  the  Company  and  the  Custodian.

     11.2     The Company or the Custodian shall have the power and the right to
deduct  or withhold, or require a Participant to remit to the Company, an amount
sufficient  to  satisfy  Federal,  state  and  local taxes, domestic or foreign,
required  by  law or regulation to be withheld with respect to any taxable event
arising  as  a  result  of  this  Program.

     11.3     Neither  the  right  to  purchase  Stock  under  this  Program nor
anything in this Program shall impose upon any Employer any obligation to employ
or  continue  to  employ  any  Employee  or  to  retain  any  Director.

     11.4     When  used  herein, masculine terms shall be deemed to include the
feminine,  except  when  the  context  indicates  to  the  contrary.

     11.5     As a condition to participation in the Program, Participants agree
to be bound by the terms of the Program and the determinations of the Committee.

     11.6     The  Company shall not be required to furnish to a Participant any
financial  information,  annual reports, the Company plans, minutes or any other
information  touching  and  concerning the affairs of the Company by virtue of a
Participant's  participation  in this Program.  The Participant waives his right
of  inspection  of  the  books  and  records  of  the  Company.

     11.7     This Program shall be administered in the United States of America
and  its validity, construction and all rights hereunder shall be governed under
the laws of the State of Georgia.  If any provision of the Program shall be held
invalid  or  unenforceable, the remaining provisions hereof shall continue to be
fully  effective.

     11.8     This  Program and the terms and conditions of the Program shall be
binding  upon the Participant, his executors and administrators, his estate, his
heirs  at  law,  and  any  successors  of  interest  to  him.

     IN  WITNESS  WHEREOF, the Company has caused this Program to be executed by
its duly authorized officer, this ____ day of March, 2003.

                                        PAB  BANKSHARES,  INC.


                                        By:  _____________________________
                                        Michael E. Ricketson, President



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                             SECRETARY'S CERTIFICATE


     I,  the  undersigned  Secretary  of  the Company, certify that the forgoing
Program  was  adopted  by resolution of the Board of Directors of the Company at
its regularly scheduled meeting held on March 25, 2003 during which a quorum was
present  and  voting.

     This the ____ day of March, 2003.




                                             _____________________________
                                             Denise McKenzie


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