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                                                                   EXHIBIT 10.6

[EBS EXECUTIVE BENEFIT SERVICES LOGO]

                     THE EXECUTIVE NONQUALIFIED EXCESS PLAN
                                  PLAN DOCUMENT

                                       (C) 2000 EXECUTIVE BENEFIT SERVICES, INC.
                                       434 FAYETTEVILLE STREET, SUITE 1160
                                       RALEIGH, NC 27601

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                                TABLE OF CONTENTS

                     THE EXECUTIVE NONQUALIFIED EXCESS PLAN

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Section 1.     Purpose...........................................................................................      1

Section 2.     Definitions.......................................................................................      1
   2.1    "Accrued Benefit"......................................................................................      1
   2.2    "Active Participant"...................................................................................      1
   2.3    "Adoption Agreement"...................................................................................      1
   2.4    "Adjustment Date"......................................................................................      1
   2.5    "Beneficiary"..........................................................................................      2
   2.6    "Board"................................................................................................      2
   2.7    "College Education Account" ...........................................................................      2
   2.8    "Committee"............................................................................................      2
   2.9    "Compensation".........................................................................................      2
   2.10   "Deferred Compensation Account"........................................................................      2
   2.11   "Dependent Subaccount".................................................................................      2
   2.12   "Disability"...........................................................................................      2
   2.13   "Effective Date".......................................................................................      3
   2.14   "Eligible Dependent"...................................................................................      3
   2.15   "Employee".............................................................................................      3
   2.16   "Employer".............................................................................................      3
   2.17   "Employer Matching Credits"............................................................................      3
   2.18   "Employer Performance Incentive Credits"...............................................................      3
   2.19   "Independent Contractor"...............................................................................      3
   2.20   "Normal Retirement Age"................................................................................      4
   2.21   "Participant"..........................................................................................      4
   2.22   "Participating Employer"...............................................................................      4
   2.23   "Plan".................................................................................................      4
   2.24   "Plan Administrator"...................................................................................      4
   2.25   "Plan Year"............................................................................................      4
   2.26   "Qualified Distribution Event".........................................................................      5
   2.27   "Regular In-Service Withdrawals Account" ..............................................................      5
   2.28   "Retire" of "Retirement"...............................................................................      5
   2.29   "Salary Deferral Agreement"............................................................................      5
   2.30   "Salary Deferral Credits"..............................................................................      5
   2.31   "Service"..............................................................................................      5
   2.32   "Sponsor"..............................................................................................      5
   2.33   "Spouse" or "Surviving Spouse".........................................................................      5
   2.34   "Trust"................................................................................................      5
   2.35   "Trustee" .............................................................................................      5
   2.36   "Years of Service".....................................................................................      5

Section 3.     Credits to Deferred Compensation Account..........................................................      6
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<S>                                                                                                                   <C>
   3.1    Salary Deferral Credits................................................................................      6
   3.2    Employer Matching Credits..............................................................................      7
   3.3    Employer Performance Incentive Credits.................................................................      7

Section 4.     Qualifiying Distribution Events...................................................................      7
   4.1    Death of a Participant.................................................................................      7
   4.2    Disability.............................................................................................      7
   4.3    Termination of Service.................................................................................      7
   4.4    Retirement.............................................................................................      8

Section 5.     In-Service Withdrawals............................................................................      8
   5.1    Regular In-Service Withdrawals.........................................................................      8
   5.2    Financial Hardship Withdrawals.........................................................................      9
   5.3    "Haircut" Withdrawals..................................................................................     10
   5.4    College Education Withdrawals..........................................................................     10

Section 6.     Qualified Distribution Events Payment Options.....................................................     11
   6.1    Payment Options........................................................................................     12
   6.2    Prepayment.............................................................................................     12
   6.3    Benefit Exchange.......................................................................................     12

Section 7.     Vesting...........................................................................................     13

Section 8.     Account; Deemed Investment; Adjustment of Accounts................................................     13
   8.1    Account................................................................................................     13
   8.2    Deemed Investments.....................................................................................     13
   8.3    Adjustments to Deferred Compensation Accounts..........................................................     13

Section 9.     Administration by Committee.......................................................................     14
   9.1    Membership of Committee................................................................................     14
   9.2    Committee officers; Subcommittee.......................................................................     14
   9.3    Committee meetings.....................................................................................     14
   9.4    Transaction of business................................................................................     15
   9.5    Committee records......................................................................................     15
   9.6    Establishment of rules.................................................................................     15
   9.7    Conflicts of interest..................................................................................     15
   9.8    Correction of errors...................................................................................     15
   9.9    Authority to interpret Plan............................................................................     15
   9.10   Third party advisors...................................................................................     16
   9.11   Compensation of members................................................................................     16
   9.12   Expense reimbursement..................................................................................     16
   9.13   Indemnification........................................................................................     16

Section 10.    Contractual Liability; Trust......................................................................     17
   10.1   Contractual Liability..................................................................................     17
   10.2   Trust..................................................................................................     17

Section 11.    Allocation of Responsibilities....................................................................     17
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   11.1   Board..................................................................................................     17
   11.2   Committee..............................................................................................     17
   11.3   Plan Administrator.....................................................................................     18

Section 12.   Benefits Not Assignable; Facility of Payments......................................................     18
   12.1   Benefits not assignable................................................................................     18
   12.2   Payments to minors and others..........................................................................     18

Section 13.   Beneficiary........................................................................................     19

Section 14.   Amendment and Termination of Plan..................................................................     19

Section 15.   Communication to Participants......................................................................     20

Section 16.   Claims Procedure...................................................................................     20
    16.1  Filing of a claim for benefits.........................................................................     20
    16.2  Notification to claimant of decision...................................................................     20
    16.3  Procedure for review...................................................................................     21
    16.4  Decision on review.....................................................................................     21
    16.5  Action by authorized representative of claimant........................................................     21

Section 17.   Miscellaneous Provisions...........................................................................     22
   17.1   Set off................................................................................................     22
   17.2   Notices................................................................................................     22
   17.3   Lost distributees......................................................................................     22
   17.4   Reliance on data.......................................................................................     22
   17.5   Receipt and release for payments.......................................................................     23
   17.6   Headings...............................................................................................     23
   17.7   Continuation of employment.............................................................................     23
   17.8   Merger or consolidation................................................................................     23
   17.9   Construction...........................................................................................     23
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                     THE EXECUTIVE NONQUALIFIED EXCESS PLAN

                  SECTION 1.        PURPOSE:

                  By execution of the Adoption Agreement, the Employer has
adopted the Plan set forth herein to provide a means by which certain management
Employees and Independent Contractors of the Employer may elect to defer receipt
of current Compensation from the Employer in order to provide Retirement and
other benefits on behalf of such Employees and Independent Contractors. The Plan
is not intended to be a tax-qualified retirement plan under Section 401(a) of
the Internal Revenue Code (the "Code"). The Plan is intended to be an unfunded
plan maintained primarily for the purpose of providing deferred compensation
benefits for a select group of management or highly compensated Employees under
Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income
Security Act of 1974.

                  SECTION 2.        DEFINITIONS:

                  As used in the Plan, including this Section 2, references to
one gender shall include the other and, unless otherwise indicated by the
context:

                  2.1      "ACCRUED BENEFIT" shall mean, with respect to each
Participant, the balance credited to his Deferred Compensation Account.

                  2.2      "ACTIVE PARTICIPANT" shall mean, with respect to any
day or date, a Participant who is in Service on such day or date; provided, that
a Participant who is in Service shall cease to be an Active Participant
immediately upon a determination by the Committee that the Participant has
ceased to be an Employee or Independent Contractor.

                  2.3      "ADOPTION AGREEMENT" shall mean the written agreement
pursuant to which the Employer adopts the Plan. The Adoption Agreement is a part
of the Plan as applied to the Employer.

                  2.4      "ADJUSTMENT DATE" shall mean the date designated in
the Adoption Agreement for crediting the amount of any Salary Deferral Credits,
Employer Matching Credits and Employer Performance Incentive Credits to each
Deferred Compensation Account.

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                  2.5      "BENEFICIARY" shall mean the person, persons, entity
or entities designated or determined pursuant to the provisions of Section 13 of
the Plan.

                  2.6      "BOARD" shall mean the Board of Directors of the
Employer, if the Employer is a corporation. If the Employer is not a
corporation, "Board" shall mean the Employer.

                  2.7      "COLLEGE EDUCATION ACCOUNT" shall mean the separate
account to be kept for each Participant and to be divided into one or more
Dependent Subaccounts, as described in Section 5.4.

                  2.8      "COMMITTEE" shall mean the administrative committee
provided for in Section 9.

                  2.9      "COMPENSATION" shall have the meaning designated in
the Adoption Agreement.

                  2.10     "DEFERRED COMPENSATION ACCOUNT" shall mean the
separate account to be kept for each Participant, as described in Sections 3 and
8. To the extent applicable, the Deferred Compensation Account may be credited
with Salary Deferral Credits, Employer Matching Credits and Employer Performance
Incentive Credits.

                  2.11     "DEPENDENT SUBACCOUNT" shall mean each separate
subaccount to be kept for each Participant as part of his College Education
Account, as described in Section 5.4. To the extent applicable, each Dependent
Subaccount may be credited with Salary Deferral Credits, Employer Matching
Credits, and Employer Performance Incentive Credits.

                  2.12     "DISABILITY" shall mean the inability of a
Participant to perform his regular duties with the Employer or any other duties
which the Employer is willing to assign to him by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or to be of long continued or indefinite duration. The determination of
the existence or nonexistence of Disability shall be made by the Committee in a
nondiscriminatory manner pursuant to an examination by a medical doctor selected
or approved by the Committee.

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                  2.13     "EFFECTIVE DATE" shall be the date designated in the
Adoption Agreement as of which the Plan first becomes effective.

                  2.14     "ELIGIBLE DEPENDENT" shall mean any child (including
any legally adopted child) of a Participant who has not attained age 18 and who
the Participant designates as an Eligible Dependent in his Salary Deferral
Agreement; provided, however, that the Committee in its discretion may approve
the designation of an individual other than the child of a Participant as an
Eligible Dependent.

                  2.15     "EMPLOYEE" shall mean an individual in the Service of
the Employer if the relationship between the individual and the Employer is the
legal relationship of employer and employee and if the individual is a highly
compensated or management employee of the Employer. An individual shall cease to
be an Employee upon the first to occur of the following: (i) the Employee's
termination of Service; or (ii) a determination by the Committee that the
Employee no longer meets the eligibility requirements for participation in the
Plan.

                  2.16     "EMPLOYER" shall mean the Employer identified in the
Adoption Agreement, and any Participating Employer which adopts this Plan. The
Employer may be a corporation, a partnership or sole proprietorship. All
references herein to the Employer shall be applied separately to each such
Employer as if the Plan were solely the Plan of that Employer.

                  2.17     "EMPLOYER MATCHING CREDITS" shall mean the amounts
credited to the Participant's Deferred Compensation Account by the Employer
pursuant to the provisions of Section 3.2.

                  2.18     "EMPLOYER PERFORMANCE INCENTIVE CREDITS" shall mean
the amounts credited to the Participant's Deferred Compensation Account by the
Employer pursuant to the provisions of Section 3.3.

                  2.19     "INDEPENDENT CONTRACTOR" shall mean an individual in
the Service of the Employer if the relationship between the individual and the
Employer is not the legal relationship of employer and employee. An individual
shall cease to be an Independent

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Contractor upon the termination of the Independent Contractor's Service. An
Independent Contractor shall include a director of the Employer who is not an
Employee.

                  2.20     "NORMAL RETIREMENT AGE" of a Participant shall mean
the age designated in the Adoption Agreement. The "Normal Retirement Date" of a
Participant shall mean the date the Participant attains his Normal Retirement
Age.

                  2.21     "PARTICIPANT" shall mean with respect to any Plan
Year an Employee or Independent Contractor who has been designated by the
Committee as a Participant and who has entered the Plan or who has an Accrued
Benefit under the Plan. An Employee or Independent Contractor designated by the
Committee as a Participant who has not otherwise entered the Plan shall enter
the Plan and become a Participant as of the date determined by the Committee. A
Participant who separates from Service with the Employer and who later returns
to Service will not be eligible to defer Compensation under the Plan except upon
satisfaction of such terms and conditions as the Committee shall establish upon
the Participant's return to Service, whether or not the Participant shall have
an Accrued Benefit remaining under the Plan on the date of his return to
Service.

                  2.22     "PARTICIPATING EMPLOYER" shall mean any trade or
business (whether or not incorporated) which adopts this Plan with the consent
of the Employer identified in the Adoption Agreement.

                  2.23     "PLAN" shall mean The Executive Nonqualified Excess
Plan, as herein set out or as duly amended. The name of the Plan as applied to
the Employer shall be designated in the Adoption Agreement.

                  2.24     "PLAN ADMINISTRATOR" shall mean the person designated
in the Adoption Agreement. If the Plan Administrator designated in the Adoption
Agreement is unable to serve, the Employer shall be the Plan Administrator.

                  2.25     "PLAN YEAR" shall mean the twelve-month period ending
on the last day of the month designated in the Adoption Agreement.

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                  2.26     "QUALIFYING DISTRIBUTION EVENT" shall mean the
Participant's Retirement or the termination of Participant's Service with the
Employer for any reason, including as a result of his death or Disability.

                  2.27     "REGULAR IN-SERVICE WITHDRAWALS ACCOUNT" shall mean
the separate account to be kept for each Participant, as described in Section
5.1. To the extent applicable, the Regular In-Service Withdrawals Account may be
credited with Salary Deferral Credits.

                  2.28     "RETIRE" OR "RETIREMENT" shall mean Retirement within
the meaning of Section 4.4.

                  2.29     "SALARY DEFERRAL AGREEMENT" shall mean a written
agreement entered into between a Participant and the Employer pursuant to the
provisions of Section 3.

                  2.30     "SALARY DEFERRAL CREDITS" shall mean the amounts
credited to the Participant's Deferred Compensation Account by the Employer
pursuant to the provisions of Section 3.

                  2.31     "SERVICE" shall mean employment by the Employer as an
Employee. If the Participant is an Independent Contractor, "Service" shall mean
the period during which the contractual relationship exists between the Employer
and the Participant.

                  2.32     "SPONSOR" shall mean Executive Benefit Services, Inc.

                  2.33     "SPOUSE" or "SURVIVING SPOUSE" shall mean, except as
otherwise provided in the Plan, the legally married spouse or surviving spouse
of a Participant.

                  2.34     "TRUST" shall mean the trust fund established
pursuant to Section 10.2, if designated by the Employer in the Adoption
Agreement.

                  2.35     "TRUSTEE" shall mean the trustee, if any, named in
the agreement establishing the Trust and such successor or additional trustee as
may be named pursuant to the terms of the agreement establishing the Trust.

                  2.36     "YEARS OF SERVICE" shall mean each Plan Year of
Service completed by the Participant. For vesting purposes, Years of Service
shall be calculated from the date designated in the Adoption Agreement.

                                        5

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                  SECTION 3.        CREDITS TO DEFERRED COMPENSATION ACCOUNT:

                  3.1      SALARY DEFERRAL CREDITS: To the extent provided in
the Adoption Agreement, each Active Participant may elect, by entering into a
Salary Deferral Agreement with the Employer, to reduce his Compensation from the
Employer by a dollar amount or percentage specified in the Salary Deferral
Agreement. The amount of the Participant's Salary Reduction Credit shall be
credited by the Employer to the Deferred Compensation Account maintained for the
Participant pursuant to Section 8. The following special provisions shall apply
with respect to the Salary Deferral Credits of a Participant:

                  3.1.1    The Employer shall credit to the Participant's
         Deferred Compensation Account on each Adjustment Date an amount equal
         to the total Salary Reduction Credit for the period ending on such
         Adjustment Date.

                  3.1.2    An election pursuant to Section 3.1 shall be made by
         the Participant by executing and delivering a Salary Deferral Agreement
         to the Committee. The Salary Deferral Agreement shall become effective
         with respect to such Participant as of the first full payroll period
         commencing on or immediately following the January 1 which occurs after
         the date such Salary Deferral Agreement is received by the Committee;
         provided, that a Participant who first becomes a Participant in the
         Plan during a Plan Year may enter into a Salary Deferral Agreement to
         be effective as of the first payroll period next following the date he
         enters the Plan. A Participant's election shall continue in effect,
         unless earlier modified by the Participant, until the Service of the
         Participant is terminated, or, if earlier, until the Participant ceases
         to be an Active Participant under the Plan.

                  3.1.3    A Participant may unilaterally modify a Salary
         Deferral Agreement (either to increase or decrease the portion of his
         future Compensation which is subject to salary deferral within the
         percentage limits set forth in Section 3.1) by providing a written
         modification of the Salary Deferral Agreement to the Employer. The
         modification shall become effective as of the first full payroll period
         commencing on or immediately following the January 1 which occurs after
         the date such written modification is received by the Committee. The
         Participant may terminate the Salary Deferral Agreement effective as of
         the date designated in the Adoption Agreement.

                  3.1.4    The Committee may from time to time establish
         policies or rules governing the manner in which Salary Deferral Credits
         may be made.

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                  3.2      EMPLOYER MATCHING CREDITS: If designated by the
Employer in the Adoption Agreement, as of each Adjustment Date, the Employer
shall cause the Committee to credit to the Deferred Compensation Account of each
Participant an Employer matching credit in accordance with the Adoption
Agreement.

                  3.3      EMPLOYER PERFORMANCE INCENTIVE CREDITS: If designated
by the Employer in the Adoption Agreement, the Employer may credit to the Plan
for such Plan Year any amount as the Board in its discretion shall determine.
The Committee shall have the discretion to credit to the Deferred Compensation
Account of each Active Participant an amount of the Employer Performance
Incentive Credit for the Plan Year as directed by the Employer.

                  SECTION 4.        QUALIFYING DISTRIBUTION EVENTS:

                  4.1      DEATH OF A PARTICIPANT: If a Participant dies while
in Service, the Employer shall pay a benefit to the Participant's Beneficiary in
the amount designated in the Adoption Agreement. Payment of such benefit shall
be made by the Employer pursuant to Section 6. If a Participant dies following
his Retirement or termination of Service for any reason, including Disability,
and before all payments to him under the Plan have been made, the balance of the
Participant's vested Accrued Benefit shall be paid by the Employer to the
Participant's Beneficiary pursuant to Section 6, and such balance shall be
determined as of the commencement date of the payments.

                  4.2      DISABILITY: If a Participant suffers a Disability
while in Service prior to his Normal Retirement Date, he shall terminate Service
with the Employer as of the date of the establishment of his Disability,
whereupon he shall commence receiving payment of his vested Accrued Benefit,
determined as of the commencement date of the payments. Such benefit shall be
paid by the Employer as provided in Section 6.

                  4.3      TERMINATION OF SERVICE: If the Service of a
Participant with the Employer shall be terminated for any reason other than
Retirement, Disability or death, his vested Accrued Benefit shall be paid to him
by the Employer as provided in Section 6, and such

                                        7

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Accrued Benefit shall be determined as of the commencement date of the payments.
If a Participant's Accrued Benefit is not fully vested at his termination of
employment, he shall forfeit that portion of his Accrued Benefit that is not
fully vested. If he subsequently returns to Service with the Employer, he shall
be treated as a new Participant for purposes of determining the vested portion
of his Accrued Benefit.

                  4.4      RETIREMENT:

                  4.4.1    NORMAL RETIREMENT: A Participant who is in Service
         shall be eligible to Retire from Service at his Normal Retirement Date
         and commence receiving payment of his Accrued Benefit, determined as of
         the commencement date of the payments. Payment of such benefit shall be
         made by the Employer pursuant to Section 6.

                  4.4.2    EARLY RETIREMENT: If so designated by the Employer in
         the Adoption Agreement, and subject to the requirements for early
         retirement set forth therein, a Participant may elect early retirement
         effective on any date prior to his Normal Retirement Date by filing 30
         days' written notice with the Committee before such date. The
         Participant shall commence receiving payment of his Accrued Benefit
         determined as of the commencement date of the payments. Such benefit
         shall be paid by the Employer as provided in Section 6.

                  4.4.3    DELAYED RETIREMENT: If a Participant shall remain in
         Service following his Normal Retirement Date, his Retirement date shall
         be the date he actually terminates Service for reasons other than death
         or Disability, whereupon he shall commence receiving payment of his
         Accrued Benefit, determined as of the commencement date of the
         payments. Payment of such benefit shall be made by the Employer
         pursuant to Section 6. During the period that such Participant remains
         in Service pursuant to this Section 4.4.3, he shall continue to be a
         Participant for each Plan Year in which he meets the requirements
         therefor. If an Employee or Independent Contractor not otherwise a
         Participant becomes eligible to enter the Plan following his Normal
         Retirement Date, the provisions of this Section 4.4.3 shall apply in
         determining his Retirement date.

                  SECTION 5.        IN-SERVICE WITHDRAWALS:

                  5.1      REGULAR IN-SERVICE WITHDRAWALS: If the Employer
designates in the Adoption Agreement that regular in-service withdrawals shall
be permitted under the Plan, a Participant may make an irrevocable election in
the Salary Deferral Agreement to withdraw a

                                        8

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designated amount from his Deferred Compensation Account at the specified time
or times designated by the Participant in the Salary Deferral Agreement, and the
Participant's Regular In-Service Withdrawals Account shall be credited in an
amount equal to the amount so designated for regular in-service withdrawals. The
following special provisions shall apply with respect to the regular in-service
withdrawals:

                  5.1.1    The Regular In-Service Withdrawals Account shall be
         established, adjusted for payments, credited with Salary Deferral
         Credits, Employer Matching Credits, and Employer Performance Incentive
         Credits, and credited or debited for deemed investment gains or losses
         in the same manner and at the same time as such adjustments are made to
         the Deferred Compensation Account under Section 8 and in accordance
         with the rules and elections in effect under Section 8.

                  5.1.2    Notwithstanding any provision in this Section 5 to
         the contrary, if Participant incurs a Qualifying Distribution Event
         prior to the date on which the entire balance of his Regular In-Service
         Withdrawals Account has been distributed to him, then the balance in
         the Regular In-Service Withdrawals Account on the date of the
         Qualifying Distribution Event shall be combined with the Participant's
         Deferred Compensation Account and distributed to him in the same manner
         and at the same time as his Deferred Compensation Account is
         distributed to him under Section 6 and in accordance with the rules and
         elections in effect under Section 6.

                  5.2      FINANCIAL HARDSHIP WITHDRAWALS: A distribution of the
Deferred Compensation Account may be made to a Participant on account of
financial hardship, subject to the following provisions:

                  5.2.1    A Participant may, at any time prior to his
         Retirement or termination of Service for any reason, including
         Disability, make application to the Committee to receive a distribution
         in a lump sum of all or a portion of the total vested amount credited
         to his Deferred Compensation Account (determined as of the date the
         distribution, if any, is made under this Section 5.2) because of an
         unforeseeable emergency that results in severe financial hardship to
         the Participant. A distribution because of an unforeseeable emergency
         shall not exceed the amount required to meet the immediate financial
         need created by the unforeseeable emergency and not otherwise
         reasonably available from other resources of the Participant. Examples
         of an unforeseeable emergency shall include but shall not be limited to
         those financial needs arising on account of a sudden or unexpected
         illness or accident of the Participant or of a dependent of the
         Participant, loss of the Participant's property due to casualty, or
         other similar

                                        9

<PAGE>

         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant.

                  5.2.2    The Participant's request for a distribution on
         account of financial hardship must be made in writing to the Committee.
         The request must specify the nature of the financial hardship, the
         total amount requested to be distributed from the Deferred Compensation
         Account, and the total amount of the actual expense incurred or to be
         incurred on account of financial hardship.

                  5.2.3    If a distribution under this Section 5.2 is approved
         by the Committee, such distribution will be made as soon as practicable
         following the date it is approved. The processing of the request shall
         be completed as soon as practicable from the date on which the
         Committee receives the properly completed written request for a
         distribution on account of a financial hardship. If a Participant's
         termination of Service occurs after a request is approved in accordance
         with this Section 5.2.3, but prior to distribution of the full amount
         approved, the approval of the request shall be automatically null and
         void and the benefits which the Participant is entitled to receive
         under the Plan shall be distributed in accordance with the applicable
         distribution provisions of the Plan. Only one financial hardship
         distribution shall be made within any Plan Year.

                  5.2.4    The Committee may from time to time adopt additional
         policies or rules governing the manner in which such distributions may
         be made so that the Plan may be conveniently administered.

                  5.3      "HAIRCUT" WITHDRAWALS: If the Employer designates in
the Adoption Agreement that "haircut" withdrawals shall be permitted under the
Plan, a Participant in Service may at his option make one or more withdrawals
from his Deferred Compensation Account by written request to the Committee;
provided, however, that a Participant who requests a withdrawal under this
Section 5.3 shall incur a penalty (the "haircut") equal to a percentage (not
less than 10%), as designated by the Employer in the Adoption Agreement, of the
amount withdrawn, and this penalty shall be forfeited from the Deferred
Compensation Account of the Participant notwithstanding the provisions of
Section 7.

                  5.4      COLLEGE EDUCATION WITHDRAWALS: If the Employer
designates in the Adoption Agreement that college education withdrawals shall be
permitted under the Plan, a Participant may elect in the Salary Deferral
Agreement for a designated percentage or dollar

                                       10

<PAGE>

amount of the Salary Deferral Credits to be credited to a College Education
Account to be used to fund the college education of the Participant's Eligible
Dependent or Eligible Dependents. The College Education Account shall be divided
into Dependent Subaccounts for each of the Participant's Eligible Dependents,
and the Participant may designate in the Salary Deferral Agreement the
percentage or dollar amount of each Salary Deferral Credit to be credited to
each Dependent Subaccount; provided, however, that the minimum credit that a
Participant may elect to make to any Dependent Subaccount is $1,000. In the
absence of a clear designation, all credits made to the College Education
Subaccount shall be equally allocated to each Dependent Subaccount. As soon as
practicable after an Eligible Dependent of the Participant attains age 18, the
Employer shall pay to the Participant the balance in the Dependent Subaccount
with respect to such Eligible Dependent in annual installments over a period of
four, five or six years, as designated by the Participant in the Salary Deferral
Agreement. The following special provisions shall apply with respect to the
Dependent Subaccounts:

                  5.4.1    The Dependent Subaccounts shall be established,
         adjusted for payments, credited with Salary Deferral Credits, Employer
         Matching Credits, and Employer Performance Incentive Credits, and
         credited or debited for deemed investment gains or losses in the same
         manner and at the same time as such adjustments are made to the
         Deferred Compensation Account under Section 8 and in accordance with
         the rules and elections in effect under Section 8.

                  5.4.2    Notwithstanding any provision in this Section 5 to
         the contrary, if Participant incurs a Qualifying Distribution Event
         prior to the date on which the entire balance of his College Education
         Account has been distributed to him, then the balance in the College
         Education Account on the date of the Qualifying Distribution Event
         shall be combined with the Participant's Deferred Compensation Account
         and distributed to him in the same manner and at the same time as his
         Deferred Compensation Account is distributed to him under Section 6 and
         in accordance with the rules and elections in effect under Section 6.

                  SECTION 6.        QUALIFYING DISTRIBUTION EVENTS PAYMENT
OPTIONS:

                                       11

<PAGE>

                  6.1      PAYMENT OPTIONS: The Employer shall designate in the
Adoption Agreement the payment options available upon a Qualifying Distribution
Event. Upon a Participant's entry into the Plan, the Participant shall elect
among these designated payment options the method under which his vested Accrued
Benefit or, in the event of his death, any benefit payable as a result, will be
distributed; provided, however, that the Participant may change the method of
payment with the consent of the Committee by filing a written election with the
Committee at least one year prior to the commencement date of the payments.

                  6.2      PREPAYMENT: Notwithstanding any other provisions of
this Plan, if a Participant or any other person (a "recipient") is entitled to
receive payments under the Plan, the Committee in its sole discretion may direct
the Employer to prepay all or any part of the payments remaining to be made to
or on behalf of the recipient, or to shorten the payment period. The amount of
such prepayment shall be in full satisfaction of the Employer's obligations
hereunder to the recipient and to all persons claiming under or through the
recipient with respect to the payments being prepaid. In the event of a partial
prepayment, the Committee shall designate which installments are being prepaid
and, if applicable, the accounts of the Participant from which such prepayments
shall be debited. The Committee's determinations under this Section 6.2 shall be
final and conclusive upon all parties claiming benefits under this Plan.

                  6.3      BENEFIT EXCHANGE: Notwithstanding any other
provisions of this Plan, the Employer and the Participant may enter into an
agreement under which, in lieu of the payment of the Participant's vested
Accrued Benefit upon a Qualifying Distribution Event, the Participant's vested
Accrued Benefit will be exchanged for another nonqualified benefit in accordance
with rules established by the Committee.

                                       12

<PAGE>

                  SECTION 7.        VESTING:

                  A Participant shall be fully vested (that is, nonforfeitable)
in the portion of his Deferred Compensation Account attributable to Salary
Deferral Credits, and all income, gains and losses attributable thereto. A
Participant shall become fully vested in the portion of his Deferred
Compensation Account attributable to Employer Matching Credits, Employer
Performance Incentive Credits, and income, gains and losses attributable
thereto, on the first to occur of: (i) normal Retirement; (ii) Early Retirement;
(iii) death while in Service; or (iv) in accordance with the vesting schedule
and provisions designated by the Employer in the Adoption Agreement.

                  SECTION 8.        ACCOUNT; DEEMED INVESTMENT; ADJUSTMENT OF
ACCOUNTS:

                  8.1      ACCOUNT: The Committee shall establish a book reserve
account, entitled the "Deferred Compensation Account," on behalf of each
Participant. Such account shall be adjusted pursuant to the provisions of
Section 8.3.

                  8.2      DEEMED INVESTMENTS: The Deferred Compensation Account
of a Participant shall be credited with an investment return determined as if
the account were invested in one or more investment funds made available by the
Committee. The Participant shall elect the investment funds in which his
Deferred Compensation Account shall be deemed to be invested. Such election
shall be made in the manner prescribed by the Committee and shall take effect
upon the entry of the Participant into the Plan. The investment election of the
Participant shall remain in effect until a new election is made by the
Participant. In the event the Participant fails for any reason to make an
effective election of the investment return to be credited to his account, the
investment return shall be determined by the Committee.

                  8.3      ADJUSTMENTS TO DEFERRED COMPENSATION ACCOUNTS: With
respect to each Participant who has a Deferred Compensation Account under the
Plan, the amount credited to such account shall be adjusted by the following
debits and credits, at the times and in the order stated:

                                       13

<PAGE>

                  8.3.1    The Deferred Compensation Account shall be debited
         each business day with the total amount of any payments made from such
         account since the last preceding business day to him or for his
         benefit.

                  8.3.2    The Deferred Compensation Account shall be credited
         on each Adjustment Date with the total amount of any Salary Deferral
         Credits, Employer Matching Credits and Employer Performance Incentive
         Credits to such account since the last preceding Adjustment Date.

                  8.3.3    The Deferred Compensation Account shall be credited
         or debited on each day securities are traded on a national stock
         exchange with the amount of deemed investment gain or loss resulting
         from the performance of the investment funds elected by the Participant
         in accordance with Section 8.2. The amount of such deemed investment
         gain or loss shall be determined by the Committee and such
         determination shall be final and conclusive upon all concerned.

                  SECTION 9.        ADMINISTRATION BY COMMITTEE:

                  9.1      MEMBERSHIP OF COMMITTEE: The Committee shall consist
of at least three individuals who shall be appointed by the Board to serve at
the pleasure of the Board. Any member of the Committee may resign, and his
successor, if any, shall be appointed by the Board. The Committee shall be
responsible for the general administration and interpretation of the Plan and
for carrying out its provisions, except to the extent all or any of such
obligations are specifically imposed on the Board.

                  9.2      COMMITTEE OFFICERS; SUBCOMMITTEE: The members of the
Committee shall elect a Chairman and may elect an acting Chairman. They shall
also elect a Secretary and may elect an acting Secretary, either of whom may be
but need not be a member of the Committee. The Committee may appoint from its
membership such subcommittees with such powers as the Committee shall determine,
and may authorize one or more of its members or any agent to execute or deliver
any instruments or to make any payment on behalf of the Committee.

                  9.3      COMMITTEE MEETINGS: The Committee shall hold such
meetings upon such notice, at such places and at such intervals as it may from
time to time determine. Notice of meetings shall not be required if notice is
waived in writing by all the members of the Committee at the time in office, or
if all such members are present at the meeting.

                                       14

<PAGE>

                  9.4      TRANSACTION OF BUSINESS: A majority of the members of
the Committee at the time in office shall constitute a quorum for the
transaction of business. All resolutions or other actions taken by the Committee
at any meeting shall be by vote of a majority of those present at any such
meeting and entitled to vote. Resolutions may be adopted or other action taken
without a meeting upon written consent thereto signed by all of the members of
the Committee.

                  9.5      COMMITTEE RECORDS: The Committee shall maintain full
and complete records of its deliberations and decisions. The minutes of its
proceedings shall be conclusive proof of the facts of the operation of the Plan.

                  9.6      ESTABLISHMENT OF RULES: Subject to the limitations of
the Plan, the Committee may from time to time establish rules or by-laws for the
administration of the Plan and the transaction of its business.

                  9.7      CONFLICTS OF INTEREST: No individual member of the
Committee shall have any right to vote or decide upon any matter relating solely
to himself or to any of his rights or benefits under the Plan (except that such
member may sign unanimous written consent to resolutions adopted or other action
taken without a meeting), except relating to the terms of his Salary Deferral
Agreement.

                  9.8      CORRECTION OF ERRORS: The Committee may correct
errors and, so far as practicable, may adjust any benefit or credit or payment
accordingly. The Committee may in its discretion waive any notice requirements
in the Plan; provided, that a waiver of notice in one or more cases shall not be
deemed to constitute a waiver of notice in any other case. With respect to any
power or authority which the Committee has discretion to exercise under the
Plan, such discretion shall be exercised in a nondiscriminatory manner.

                  9.9      AUTHORITY TO INTERPRET PLAN: Subject to the claims
procedure set forth in Section 16, the Plan Administrator and the Committee
shall have the duty and discretionary authority to interpret and construe the
provisions of the Plan and to decide any dispute which may arise regarding the
rights of Participants hereunder, including the discretionary authority to

                                       15

<PAGE>

construe the Plan and to make determinations as to eligibility and benefits
under the Plan. Determinations by the Plan Administrator and the Committee shall
apply uniformly to all persons similarly situated and shall be binding and
conclusive upon all interested persons.

                  9.10     THIRD PARTY ADVISORS: The Committee may engage an
attorney, accountant, actuary or any other technical advisor on matters
regarding the operation of the Plan and to perform such other duties as shall be
required in connection therewith, and may employ such clerical and related
personnel as the Committee shall deem requisite or desirable in carrying out the
provisions of the Plan. The Committee shall from time to time, but no less
frequently than annually, review the financial condition of the Plan and
determine the financial and liquidity needs of the Plan. The Committee shall
communicate such needs to the Employer so that its policies may be appropriately
coordinated to meet such needs.

                  9.11     COMPENSATION OF MEMBERS: No fee or compensation shall
be paid to any member of the Committee for his Service as such.

                  9.12     EXPENSE REIMBURSEMENT: The Committee shall be
entitled to reimbursement by the Employer for its reasonable expenses properly
and actually incurred in the performance of its duties in the administration of
the Plan.

                  9.13     INDEMNIFICATION: No member of the Committee shall be
personally liable by reason of any contract or other instrument executed by him
or on his behalf as a member of the Committee nor for any mistake of judgment
made in good faith, and the Employer shall indemnify and hold harmless, directly
from its own assets (including the proceeds of any insurance policy the premiums
for which are paid from the Employer's own assets), each member of the Committee
and each other officer, employee, or director of the Employer to whom any duty
or power relating to the administration or interpretation of the Plan may be
delegated or allocated, against any unreimbursed or uninsured cost or expense
(including any sum paid in settlement of a claim with the prior written approval
of the Board) arising out of any act or omission to act in connection with the
Plan unless arising out of such person's own fraud, bad faith, willful
misconduct or gross negligence.

                                       16

<PAGE>

                  SECTION 10.       CONTRACTUAL LIABILITY; TRUST:

                  10.1     CONTRACTUAL LIABILITY: The obligation of the Employer
to make payments hereunder shall constitute a contractual liability of the
Employer to the Participant. Such payments shall be made from the general funds
of the Employer, and the Employer 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 the Participant shall not have any interest in
any particular assets of the Employer by reason of its obligations hereunder. To
the extent that any person acquires a right to receive payment from the
Employer, such right shall be no greater than the right of an unsecured creditor
of the Employer.

                  10.2     TRUST: If so designated in Section 2.34 of the
Adoption Agreement, the Employer may establish a Trust with the Trustee,
pursuant to such terms and conditions as are set forth in the Trust Agreement.
The Trust, if and when established, is intended to be treated as a grantor trust
for purposes of the Code. The establishment of the Trust is not intended to
cause Participants to realize current income on amounts contributed thereto, and
the Trust shall be so interpreted and administered.

                  SECTION 11.       ALLOCATION OF RESPONSIBILITIES:

                  The persons responsible for the Plan and the duties and
responsibilities allocated to each are as follows:

                  11.1     BOARD:

                           (i)      To amend the Plan;

                           (ii)     To appoint and remove members of the
                  Committee; and

                           (iii)    To terminate the Plan.

                  11.2     COMMITTEE:

                           (i)      To designate Participants;

                                       17

<PAGE>

                           (ii)     To interpret the provisions of the Plan and
                  to determine the rights of the Participants under the Plan,
                  except to the extent otherwise provided in Section 16 relating
                  to claims procedure;

                           (iii)    To administer the Plan in accordance with
                  its terms, except to the extent powers to administer the Plan
                  are specifically delegated to another person or persons as
                  provided in the Plan;

                           (iv)     To account for the Accrued Benefits of
                  Participants; and

                           (v)      To direct the Employer in the payment of
                  benefits.

                  11.3     PLAN ADMINISTRATOR:

                           (i)      To file such reports as may be required with
                  the United States Department of Labor, the Internal Revenue
                  Service and any other government agency to which reports may
                  be required to be submitted from time to time; and

                           (ii)     To administer the claims procedure to the
                  extent provided in Section 16.

                  SECTION 12.       BENEFITS NOT ASSIGNABLE; FACILITY OF
PAYMENTS:

                  12.1     BENEFITS NOT ASSIGNABLE: No portion of any benefit
credited or paid under the Plan with respect to any Participant shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt so to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be void, nor shall
any portion of such benefit be in any manner payable to any assignee, receiver
or any one trustee, or be liable for his debts, contracts, liabilities,
engagements or torts.

                  12.2     PAYMENTS TO MINORS AND OTHERS: If any individual
entitled to receive a payment under the Plan shall be physically, mentally or
legally incapable of receiving or acknowledging receipt of such payment, the
Committee, upon the receipt of satisfactory evidence of his incapacity and
satisfactory evidence that another person or institution is maintaining him and
that no guardian or committee has been appointed for him, may cause any payment
otherwise payable to him to be made to such person or institution so maintaining
him.

                                       18

<PAGE>

Payment to such person or institution shall be in full satisfaction of all
claims by or through the Participant to the extent of the amount thereof.

                  SECTION 13.       BENEFICIARY:

                  The Participant's beneficiary shall be the person or persons
designated by the Participant on the beneficiary designation form provided by
and filed with the Committee or its designee. If the Participant does not
designate a beneficiary, the beneficiary shall be his Surviving Spouse. If the
Participant does not designate a beneficiary and has no Surviving Spouse, the
beneficiary shall be the Participant's estate. The designation of a beneficiary
may be changed or revoked only by filing a new beneficiary designation form with
the Committee or its designee. If a beneficiary (the "primary beneficiary") is
receiving or is entitled to receive payments under the Plan and dies before
receiving all of the payments due him, the balance to which he is entitled shall
be paid to the contingent beneficiary, if any, named in the Participant's
current beneficiary designation form. If there is no contingent beneficiary, the
balance shall be paid to the estate of the primary beneficiary. Any beneficiary
may disclaim all or any part of any benefit to which such beneficiary shall be
entitled hereunder by filing a written disclaimer with the Committee before
payment of such benefit is to be made. Such a disclaimer shall be made in a form
satisfactory to the Committee and shall be irrevocable when filed. Any benefit
disclaimed shall be payable from the Plan in the same manner as if the
beneficiary who filed the disclaimer had died on the date of such filing.

                  SECTION 14.       AMENDMENT AND TERMINATION OF PLAN:

                  The Board may amend any provision of the Plan or terminate the
Plan at any time; provided, that in no event shall such amendment or termination
reduce any Participant's Accrued Benefit as of the date of such amendment or
termination, nor shall any such amendment affect the terms of the Plan relating
to the payment of such Accrued Benefit.

                  Notwithstanding the foregoing, the Plan shall be terminated
upon the occurrence of one or more of the events designated in the Adoption
Agreement. Upon the occurrence of a

                                       19

<PAGE>

termination event, the Accrued Benefit of each Participant shall become fully
vested and payable to the Participant in a lump sum.

                  SECTION 15.       COMMUNICATION TO PARTICIPANTS:

                  The Employer shall make a copy of the Plan available for
inspection by Participants and their beneficiaries during reasonable hours at
the principal office of the Employer.

                  SECTION 16.       CLAIMS PROCEDURE:

                  The following claims procedure shall apply with respect to the
Plan:

                  16.1     FILING OF A CLAIM FOR BENEFITS: If a Participant or
beneficiary (the "claimant") believes that he is entitled to benefits under the
Plan which are not being paid to him or which are not being accrued for his
benefit, he shall file a written claim therefor with the Plan Administrator. In
the event the Plan Administrator shall be the claimant, all actions which are
required to be taken by the Plan Administrator pursuant to this Section 16 shall
be taken instead by another member of the Committee designated by the Committee.

                  16.2     NOTIFICATION TO CLAIMANT OF DECISION: Within 90 days
after receipt of a claim by the Plan Administrator (or within 180 days if
special circumstances require an extension of time), the Plan Administrator
shall notify the claimant of his decision with regard to the claim. In the event
of such special circumstances requiring an extension of time, there shall be
furnished to the claimant prior to expiration of the initial 90-day period
written notice of the extension, which notice shall set forth the special
circumstances and the date by which the decision shall be furnished. If such
claim shall be wholly or partially denied, notice thereof shall be in writing
and worded in a manner calculated to be understood by the claimant, and shall
set forth: (i) the specific reason or reasons for the denial; (ii) specific
reference to pertinent provisions of the Plan on which the denial is based;
(iii) a description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and (iv) an explanation of the procedure for review of
the denial. If the Plan Administrator fails to notify the claimant of the
decision in timely manner, the

                                       20

<PAGE>

claim shall be deemed denied as of the close of the initial 90-day period (or
the close of the extension period, if applicable).

                  16.3     PROCEDURE FOR REVIEW: Within 60 days following
receipt by the claimant of notice denying his claim, in whole or in part, or, if
such notice shall not be given, within 60 days following the latest date on
which such notice could have been timely given, the claimant shall appeal denial
of the claim by filing a written application for review with the Committee.
Following such request for review, the Committee shall fully and fairly review
the decision denying the claim. Prior to the decision of the Committee, the
claimant shall be given an opportunity to review pertinent documents and to
submit issues and comments in writing.

                  16.4     DECISION ON REVIEW: The decision on review of a claim
denied in whole or in part by the Plan Administrator shall be made in the
following manner:

                  16.4.1   Within 60 days following receipt by the Committee of
         the request for review (or within 120 days if special circumstances
         require an extension of time), the Committee shall notify the claimant
         in writing of its decision with regard to the claim. In the event of
         such special circumstances requiring an extension of time, written
         notice of the extension shall be furnished to the claimant prior to the
         commencement of the extension. If the decision on review is not
         furnished in a timely manner, the claim shall be deemed denied as of
         the close of the initial 60-day period (or the close of the extension
         period, if applicable).

                  16.4.2   With respect to a claim that is denied in whole or in
         part, the decision on review shall set forth specific reasons for the
         decision, shall be written in a manner calculated to be understood by
         the claimant, and shall cite specific references to the pertinent Plan
         provisions on which the decision is based.

                  16.4.3   The decision of the Committee shall be final and
         conclusive.

                  16.5     ACTION BY AUTHORIZED REPRESENTATIVE OF CLAIMANT: All
actions set forth in this Section 16 to be taken by the claimant may likewise be
taken by a representative of the claimant duly authorized by him to act in his
behalf on such matters. The Plan Administrator and the Committee may require
such evidence as either may reasonably deem necessary or advisable of the
authority to act of any such representative.

                                       21

<PAGE>

                  SECTION 17.       MISCELLANEOUS PROVISIONS:

                  17.1     SET OFF: Notwithstanding any other provision of this
Plan, the Employer may reduce the amount of any payment otherwise payable to or
on behalf of a Participant hereunder by the amount of any loan, cash advance,
extension of credit or other obligation of the Participant to the Employer that
is then due and payable, and the Participant shall be deemed to have consented
to such reduction.

                  17.2     NOTICES: Each Participant who is not in Service and
each beneficiary shall be responsible for furnishing the Committee or its
designee with his current address for the mailing of notices and benefit
payments. Any notice required or permitted to be given to such Participant or
beneficiary shall be deemed given if directed to such address and mailed by
regular United States mail, first class, postage prepaid. If any check mailed to
such address is returned as undeliverable to the addressee, mailing of checks
will be suspended until the Participant or beneficiary furnishes the proper
address. This provision shall not be construed as requiring the mailing of any
notice or notification otherwise permitted to be given by posting or by other
publication.

                  17.3     LOST DISTRIBUTEES: A benefit shall be deemed
forfeited if the Plan Administrator is unable to locate the Participant or
beneficiary to whom payment is due on or before the fifth anniversary of the
date payment is to be made or commence; provided, that the deemed investment
rate of return pursuant to Section 8.2 shall cease to be applied to the
Participant's account following the first anniversary of such date; provided
further, however, that such benefit shall be reinstated if a valid claim is made
by or on behalf of the Participant or beneficiary for all or part of the
forfeited benefit.

                  17.4     RELIANCE ON DATA: The Employer, the Committee and the
Plan Administrator shall have the right to rely on any data provided by the
Participant or by any beneficiary. Representations of such data shall be binding
upon any party seeking to claim a benefit through a Participant, and the
Employer, the Committee and the Plan Administrator shall

                                       22

<PAGE>

have no obligation to inquire into the accuracy of any representation made at
any time by a Participant or beneficiary.

                  17.5     RECEIPT AND RELEASE FOR PAYMENTS: Subject to the
provisions of Section 17.1, any payment made from the Plan to or with respect to
any Participant or beneficiary, or pursuant to a disclaimer by a beneficiary,
shall, to the extent thereof, be in full satisfaction of all claims hereunder
against the Plan and the Employer with respect to the Plan. The recipient of any
payment from the Plan may be required by the Committee, as a condition precedent
to such payment, to execute a receipt and release with respect thereto in such
form as shall be acceptable to the Committee.

                  17.6     HEADINGS: The headings and subheadings of the Plan
have been inserted for convenience of reference and are to be ignored in any
construction of the provisions hereof.

                  17.7     CONTINUATION OF EMPLOYMENT: The establishment of the
Plan shall not be construed as conferring any legal or other rights upon any
Employee or any persons for continuation of employment, nor shall it interfere
with the right of the Employer to discharge any Employee or to deal with him
without regard to the effect thereof under the Plan.

                  17.8     MERGER OR CONSOLIDATION: No employer-party to the
Plan shall consolidate or merge into or with another corporation or entity, or
transfer all or substantially all of its assets to another corporation,
partnership, trust or other entity (a "Successor Entity") unless such Successor
Entity shall assume the rights, obligations and liabilities of the
employer-party under the Plan and upon such assumption, the Successor Entity
shall become obligated to perform the terms and conditions of the Plan.

                  17.9     CONSTRUCTION: The Employer shall designate in the
Adoption Agreement the state according to whose laws the provisions of the Plan
shall be construed and enforced, except to the extent that such laws are
superseded by ERISA.

                                       23
<PAGE>
                                                                EXHIBIT 10.6


[EXCESS PLAN LOGO]                        [EBS EXECUTIVE BENEFIT SERVICES LOGO]

                                  THE EXECUTIVE
                         NONQUALIFIED "EXCESS" PLAN(TM)

                       SERVICE AGREEMENT - COLI FINANCING

This agreement is between Executive Benefit Services, Inc. ("EBS"), a North
Carolina corporation, located at 434 Fayetteville St., Ste. 1160, Raleigh N.C.,
27601 and MERCER MUTUAL INSURANCE COMPANY, located at 10 N. HIGHWAY 31, P.O. BOX
278, PENNINGTON, NJ 08534 ("COMPANY"). Whereas, the COMPANY wishes to use the
administrative services of EBS to provide plan level administration for The
Executive Nonqualified "Excess" Plan(TM), hereinafter referred to as the "Plan".

NOW, THEREFORE, in consideration of the terms and conditions contained herein,
the parties hereto agree as follows:

1.0      PLAN IMPLEMENTATION:

         EBS will provide the following services in coordination with the
         servicing representative(s) to assist the COMPANY in the implementation
         of the Plan:

         a)       Coordinate the preparation of the enrollment material, review
                  executive communication and organize enrollment meetings and
                  presentations.

         b)       Coordinate and implement Plan financing (Investments,
                  Corporate Owned Life Insurance).

         c)       Review Plan documents to make sure they are coordinated with
                  Plan administration capabilities.

         d)       Coordinate with COMPANY representative(s) the transfer of data
                  to EBS that is necessary to administer the plan.

2.0      PLAN LEVEL ADMINISTRATION:

         a)       Executive Level Administration Services:

                  (i)      Daily valuation of Excess Plan accounts.

                  (ii)     Executive statements identifying their account
                           values, asset allocation, share prices and
                           supplemental supporting information.

                  (iii)    Internet access to account values and asset
                           allocations.

                  (iv)     Toll free number for account inquiry during business
                           hours.

         b)       Company Level Administration Services:

                  (i)      EBS Internet access to view executive values and
                           allocations.

                  (ii)     Plan liability report to account for Deferred
                           Compensation expense.

                  (iii)    Plan financing report identifying plan assets, if
                           corporate owned life insurance or securities managed
                           by EBS is used.

                  (iv)     General payroll and accounting guidance as necessary.

                                        1

<PAGE>

3.0      CLIENT REPRESENTATIVES:

         a)       COMPANY shall provide EBS the most recent copy of the Plan
                  documents, Retirement Committee administrative procedures
                  affecting the Plan and any such documents needed for EBS to
                  administer the Plan.

         b)       COMPANY shall provide EBS current participant data and other
                  information as needed to perform its duties. All information
                  provided to EBS by the COMPANY or its agents may be relied
                  upon by EBS as being complete and accurate.

         c)       COMPANY shall appoint one or more employees to act as a
                  representative for the COMPANY to coordinate the
                  administration of the Plan with EBS.

4.0      ACKNOWLEDGMENTS:

         a)       EBS shall not be liable to the COMPANY for any damages arising
                  out of EBS's duties under this agreement.

         b)       EBS does not provide legal or accounting advice.

         c)       EBS may provide general information on the Employee Retirement
                  Income Security Act of 1974 ("ERISA") but it is solely up to
                  the client and its advisors on how the Plan is treated under
                  ERISA. It is acknowledged and agreed that EBS is not the Plan
                  Administrator or fiduciary of the Plan as those terms are
                  defined in ERISA.

         d)       EBS may provide general information on tax consequences of the
                  Plan but it is solely the responsibility of the COMPANY to
                  determine actual tax consequences associated with the Plan.

         e)       EBS may provide general information as to Plan registration
                  under the Securities Act of 1933. However, it is solely the
                  responsibility of the COMPANY to determine whether
                  registration is required.

         f)       EBS may provide the COMPANY model documents but it is solely
                  the responsibility of the COMPANY to determine whether
                  documents are appropriate for the Plan.

5.0      TERM OF AGREEMENT:

         a)       This Agreement shall commence as of the date of this Agreement
                  and continue thereafter, subject to the right by either party
                  to terminate such Agreement upon providing ninety (90) days
                  written notice.

         B)       EBS reserves the right to terminate this agreement for
                  non-payment of any fees due by COMPANY to EBS.

         c)       In the event COMPANY or EBS files a petition for bankruptcy,
                  or loses any licenses required in order to perform the
                  services contained herein, this Agreement shall be deemed to
                  immediately terminate.

                                        2

<PAGE>

6.0      ADMINISTRATIVE SERVICES AND FEES:

         [X]      PLAN SET UP FEES*:

                  -    One Time Plan Set Up Fee:       $    500.00

                  -    Per Enrollment Packet Fee:      $      5.00

                  * PLAN SET UP FEES ARE NONREFUNDABLE.

         [X]      ANNUAL RECORD KEEPING FEES: (BILLED QUARTERLY)

                  -    Plan Record Keeping Fee:        $  1,000.00

                  -    Participant Fee:         # OF ACTIVE PARTICIPANTS
                                                first      next        next
                                               1 - 25    26 - 100     100 +
                                              $100.00   $   75.00    $50.00

            OPTIONAL FEATURES:                        CUSTOMIZED WORK:

[ ]   Statements mailed to residences   [ ]   Billed hourly at $100.00 per hour.
      ($1.00 each statement mailed)

[X]   Corporate reports provided        [ ]   Fixed fee negotiated in advance.
      quarterly

THE FEES LISTED ARE ANNUAL FEES AND ARE BILLED QUARTERLY AND DUE WITHIN 30 DAYS.
A 25% DISCOUNT PER PARTICIPANT APPLIES SHOULD THE EMPLOYER ELECT SEMI-ANNUAL
STATEMENTS. THIS DISCOUNT DOES NOT APPLY TO THE ANNUAL ADMINISTRATIVE FEE.

                                        3

<PAGE>

7.0      ASSET MANAGEMENT: (PLEASE CHOOSE ONE OPTION)

         [ ]      COMPANY WILL MANAGE SUPPORTING ASSETS. It will be the
                  responsibility of COMPANY to monitor the relationship between
                  the Plan Liability portfolio and the supporting asset
                  portfolio. EBS will provide COMPANY with an Allocation
                  Comparison report on a quarterly basis. COMPANY will contact
                  the institution holding the assets and direct fund transfers
                  as it deems appropriate.

         [X]      EBS WILL MANAGE SUPPORTING ASSETS. By checking this box and
                  signing this form, COMPANY gives EBS the authority to direct
                  asset fund transfers in an attempt to maintain a balance
                  between the overall asset and liability portfolios. An
                  "attempt to maintain a balance" does not mean that the asset
                  portfolio will always mirror the liability portfolio. The
                  relationship between the asset and liability portfolios will
                  be monitored monthly and adjustments to the assets will be
                  made. No action will be taken by EBS unless a fund is off
                  balance by more than 5%. Confirmation statements will be
                  generated and mailed to COMPANY by the asset institution after
                  every asset fund transfer.

8.0      STATEMENT OF SPONSORED CONTRIBUTIONS/BILLINGS:

         [ ]      By checking this box the COMPANY elects not to receive billing
                  statements from Principal Life Insurance Company for Corporate
                  Owned Life Insurance premiums. Instead, participants' periodic
                  salary deferrals define COMPANY contributions.

CHOICE OF LAW: This Agreement will be governed by the laws of the State of North
Carolina.

IN WITNESS WHEREOF, this Agreement is executed at _______________________,
                                                           ( City )

__________ .       This ________ day of _______________________,   ___________ .
 ( State )               ( Day )               ( Month )             ( Year)

____________________________________       _____________________________________
      ( Signature of COMPANY )                      ( Signature of EBS )

____________________________________       _____________________________________
            (Title)                                       (Title)

                                        4
<PAGE>

[EBS EXECUTIVE BENEFIT SERVICES LOGO]

                     THE EXECUTIVE NONQUALIFIED EXCESS PLAN

                                 TRUST AGREEMENT

                                       (C) 2000 EXECUTIVE BENEFIT SERVICES, INC.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   Page
                                                                                                                   ----
<S>                                                                                                                <C>
Section 1.     Trust Fund........................................................................................    2
   1.1    Definitions and Construction...........................................................................    2
   1.2    Trust Fund.............................................................................................    2
   1.3    Non-diversion of Funds.................................................................................    2

Section 2.     Investment and Administration.....................................................................    3
   2.1    Collection of Contributions............................................................................    3
   2.2    General................................................................................................    3
   2.3    Appointment of Investment Manager......................................................................    3
   2.4    Investment Decisions...................................................................................    4
   2.5    Investment in Short-Term Obligation....................................................................    5
   2.6    Trustee's Administrative Authority.....................................................................    5
   2.7    Substitution of Assets.................................................................................    7

Section 3.     Trustee and Committee.............................................................................    8
   3.1    Committee..............................................................................................    8
   3.2    Trustee's Reliance.....................................................................................    8
   3.3    Legal Counsel..........................................................................................    8
   3.4    Liability Under the Plan...............................................................................    8

Section 4.     Distributions from the Trust Fund.................................................................    9
   4.1    General................................................................................................    9
   4.2    Direction by the Committee.............................................................................    9
   4.3    Method of Payment......................................................................................    9
   4.4    Special Distributions..................................................................................   10
   4.5    Payments to Employer...................................................................................   10

Section 5.     Trustee's and Committee's Responsibilities........................................................   10
   5.1    General Standard of Care...............................................................................   10
   5.2    No Liability for Acts of Others........................................................................   11

Section 6.     Trustee's Accounts................................................................................   11
   6.1    Accounts...............................................................................................   11
   6.2    Valuation of Trust Fund................................................................................   11
   6.3    Reports to the Committee...............................................................................   11
   6.4    Right of Judicial Settlement...........................................................................   12
   6.5    Enforcement of Agreement...............................................................................   12

Section 7.     Taxes; Compensation of Trustee....................................................................   12
   7.1    Taxes..................................................................................................   12
   7.2    Compensation of Trustee; Expenses......................................................................   12
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                 <C>
Section 8.     Resignation and Removal of Trustee................................................................   13
   8.1    Resignation or Removal of Trustee......................................................................   13
   8.2    Appointment of Successor...............................................................................   13
   8.3    Succession.............................................................................................   13
   8.4    Successor Bound by Agreement...........................................................................   14

Section 9.     Trustee Responsibility Regarding Payments to Trust Beneficiaries When
               Employer Is Insolvent.............................................................................   14
   9.1    Direction..............................................................................................   14
   9.2    Insolvency.............................................................................................   14
   9.3    Resumption of Payments.................................................................................   14

Section 10.    Amendment and Irrevocability......................................................................   15

Section 11.    Miscellaneous.....................................................................................   15
   11.1   Binding Effect; Assignability..........................................................................   15
   11.2   Governing Law..........................................................................................   16
   11.3   Notices................................................................................................   16
   11.4   Severability...........................................................................................   16
   11.5   Waiver.................................................................................................   17
   11.6   Non-Alienation.........................................................................................   17
   11.7   Headings...............................................................................................   17
   11.8   Construction of Language...............................................................................   17
   11.9   Counterparts...........................................................................................   17
</TABLE>

<PAGE>

                     THE EXECUTIVE NONQUALIFIED EXCESS PLAN
                                 TRUST AGREEMENT

                  THIS TRUST AGREEMENT, made as of the 1st day of June, 2002, by
and between MERCER MUTUAL INSURANCE COMPANY ("Employer") and BANKERS TRUST
COMPANY ("Trustee").

                              W I T N E S S E T H :

                  WHEREAS, the Employer has adopted The Executive Nonqualified
Excess Plan (the "Plan") to provide benefits for certain participants of the
Employer and its designated affiliates; and

                  WHEREAS, the Employer wishes to establish a Trust Fund (as
hereinafter defined) to aid it in accumulating the amounts necessary to satisfy
its contractual liability to pay benefits under the terms of the Plan; and

                  WHEREAS, the Employer presently intends to make contributions
to this Trust Fund from time to time to be applied in payment of the Employer's
obligations under the Plan; and

                  WHEREAS, the Employer is obligated to pay all benefits from
its general assets to the extent not paid by this Trust Fund, and the
establishment of this Trust Fund shall not reduce or otherwise affect the
Employer's continuing liability to pay benefits from such assets, except that
the Employer's liability shall be offset by actual benefit payments made from
this Trust Fund;

                  WHEREAS, the trust established by this Agreement is intended
         to be a "grantor trust" with the result that the corpus and income of
the trust be treated as assets and income of the Employer pursuant to Sections
671 through 679 of the Internal Revenue Code of 1986, as amended (the "Code");
and

                  WHEREAS, the Employer intends that the Trust Fund shall at all
times be subject to the claims of its creditors as herein provided and that the
Plan not be deemed funded within

<PAGE>

the meaning of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), solely by virtue of the existence of this Trust;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the Employer and the Trustee hereby agree as
follows:

                  Section 1.        Trust Fund:

                  1.1      Definitions and Construction. Unless the context of
this Agreement clearly indicates otherwise, the terms defined in the Plan shall,
when used herein, have the same meaning as in the Plan. The headings in this
Agreement are used for the convenience of reference only and are to be ignored
in any constructions of the provisions hereof.

                  1.2      Trust Fund. The Employer hereby establishes with the
Trustee a trust, pursuant to the Plan, in which may be deposited such sums of
money as shall from time to time be paid or delivered to or deposited with the
Trustee by or with the approval of the Employer in accordance with terms of the
Plan. Neither the Trustee nor any Plan participant or beneficiary shall have the
right to compel such deposits. All such deposits, all investments and
reinvestments thereof and all earnings, appreciation and additions allocable
thereto, less losses, depreciation and expenses allocable thereto and any
payments made therefrom as authorized under the Plan or this Agreement shall
constitute the "Trust Fund." The Trust Fund shall be held, managed and
administered by the Trustee, IN TRUST, and dealt with in accordance with the
provisions of this Agreement and in accordance with any funding policy or
guidelines established under the Plan that are communicated in writing to the
Trustee.

                  1.3      Non-diversion of Funds. Notwithstanding anything to
the contrary contained in this Agreement or any amendment thereto, no part of
the Trust Fund other than such expenses, fees, indemnities and taxes properly
charged to the Trust Fund under the Plan or this Agreement shall be used for or
diverted to purposes other than for the exclusive benefit of Plan participants
and their beneficiaries; provided, however, that the Trust Fund shall at all
times be subject to the claims of the general creditors of the Employer. Any
rights created under the Plan

                                      -2-

<PAGE>

and this Agreement shall be mere unsecured contractual rights of Plan
participants and their beneficiaries against the Employer.

                  Section 2.        Investment and Administration:

                  2.1      Collection of Contributions. The Trustee shall have
no authority over and shall have no responsibility for the administration of the
Plan. The Trustee shall be under no duty to enforce the payment of any
contribution to the Trust Fund and shall not be responsible for the adequacy of
the Trust Fund to satisfy any obligations for benefits expenses and liabilities
under the Plan. In addition to making contributions, the Employer, through the
Committee, shall furnish the Trustee with such information and data relative to
the Plan as is necessary for the proper administration of the Trust Fund.

                  2.2      General. The Trust Fund shall be held by the Trustee
and shall be invested and reinvested as hereinafter provided in this Section 2,
without distinction between principal and income and without regard to the
restrictions of the laws of any jurisdiction relating to the investment of trust
funds.

                  2.3      Appointment of Investment Manager. (a) The Committee
         may, in its discretion, appoint an investment manager ("Investment
         Manager") to direct the investment and reinvestment of all or any
         portion of the Trust Fund. Any such Investment Manager shall either (i)
         be registered as an investment adviser under the Investment Advisers
         Act of 1940, as amended ("Investment Advisers Act"); (ii) be a bank, as
         defined in the Investment Advisers Act; or (iii) be an insurance
         company qualified to perform investment services under the laws of more
         than one state.

                  (b)      The Committee shall give written notice to the
         Trustee of the appointment of an Investment Manager pursuant to Section
         2.3(a). Such notice shall include: (i) a specification of the portion
         of the Trust Fund to which the appointment applies; (ii) a
         certification by the Committee that the Investment Manager satisfies
         the requirements of Section 2.3(a)(i), (ii) or (iii); (iii) a copy of
         the instruments appointing the Investment Manager and evidencing the
         Investment Manager's acceptance of the appointment; (iv) directions as
         to the manner in which the Investment Manager is authorized to give
         instructions to the Trustee, including the persons authorized to give
         instructions and the number of signatures required for any written
         instruction; (v) an acknowledgment by the Investment Manager that it is
         a fiduciary of the Plan; and (vi) if applicable, a certificate
         evidencing the Investment Manager's current registration under the
         Investment Advisers Act. For purposes of this Agreement, the
         appointment of an

                                      -3-

<PAGE>

         Investment Manager pursuant to this Section 2.3 shall become effective
         as of the effective date specified in such notice, or, if later, as of
         the date on which the Trustee receives proper notice of such
         appointment.

                  (c)      The Committee shall give written notice to the
         Trustee of the resignation or removal of an Investment Manager
         previously appointed pursuant to this Section 2.3. From and after the
         date on which the Trustee receives such notice, or, if later, the
         effective date of the resignation or removal specified in such notice,
         the Committee shall be responsible, in accordance with Section 2.4, for
         the investment and reinvestment of the portion of the Trust Fund
         theretofore managed by such Investment Manager, until such time as a
         successor Investment Manager has been duly appointed pursuant to this
         Section 2.3.

                  2.4      Investment Decisions. (a) The Trustee shall invest
         and reinvest the Trust Fund in accordance with the directions of the
         Committee, or, to the extent provided in Section 2.3, in accordance
         with the directions of an Investment Manager. The Trustee shall be
         under no duty or obligation to review any investment to be acquired,
         held or disposed of pursuant to such directions nor to make any
         recommendation with respect to the disposition or continued retention
         of any such investment. The Trustee shall have no liability or
         responsibility for its action or inaction pursuant to the direction of,
         or its failure to act in the absence of directions from, the Committee
         or an Investment Manager, except to the extent provided in Section 5.2.
         The Employer hereby agrees to indemnify the Trustee and hold it
         harmless from and defend it against any claim or liability which may be
         asserted against the Trustee by reason of any action or inaction by it
         pursuant to a direction by the Committee or by an Investment Manager or
         failing to act in the absence of any such direction.

                  (b)      The Committee or an Investment Manager appointed
         pursuant to Section 2.3 may, at any time and from time to time, issue
         orders for the purchase or sale of securities directly to a broker; and
         in order to facilitate such transaction, the Trustee upon request shall
         execute and deliver appropriate trading authorizations. Written
         notification of the issuance of each such order shall be given promptly
         to the Trustee by the Committee or the Investment Manager, and the
         execution of each such order shall be confirmed by written advice to
         the Trustee by the broker. Such notification shall be authority for the
         Trustee to pay for securities purchased against receipt thereof and to
         deliver securities sold against payment therefor, as the case may be.

                  (c)      To the extent that neither the Committee nor an
         Investment Manager furnishes directions as to the investment of the
         Trust Fund, the Trustee shall invest and reinvest the Trust Fund in any
         savings account, time or other interest-bearing deposit in or other
         interest-bearing obligation of any one or more savings banks, savings
         and loan associations, banks or other financial institutions.

                                      -4-

<PAGE>

                  2.5      Investment in Short-Term Obligation. Notwithstanding
any provisions of this Section 2 to the contrary, the Trustee, in its sole
discretion or in consultation with the Committee, may retain uninvested cash or
cash balances, in whatever portion of the Trust Fund that it may deem advisable,
without being required to pay interest thereon. Pending investment, the Trustee,
in its sole discretion, may temporarily invest any funds held or received by it
for investment in an investment fund established to invest funds held thereunder
in commercial paper or in obligations of, or guaranteed by, the United States
government or any of its agencies.

                  2.6      Trustee's Administrative Authority. (a) In addition
         to and not by way of limitation of any other powers conferred upon the
         Trustee by law or by other provisions of this Agreement, but subject to
         the provisions of Section 1.3 and this Section 2, the Trustee is
         authorized and empowered:

                           (i)      to invest and reinvest part or all of the
                  Trust Fund in accordance with funding policies which may be
                  established by the Committee from time to time in such assets
                  as the Trustee deems appropriate (including common and
                  preferred stocks of the Employer), bonds, debentures, mutual
                  fund shares, notes, commercial paper, treasury bills, options,
                  partnership interests, venture capital investments, any
                  common, commingled, collective trust funds or pooled
                  investment funds (including such funds for which the Trustee
                  serves as investment manager), contracts and policies issued
                  by an insurance company, any interest bearing deposits held by
                  any bank of similar financial institution, and any other real
                  or personal property;

                           (ii)     in accordance with directions from the
                  Committee, to apply for, pay premiums on and maintain in force
                  on the lives of Plan participants, individual ordinary or
                  individual or group term or universal life insurance policies,
                  variable universal life insurance policies, survivorship life
                  insurance policies or annuity policies ("policies") and to
                  have with respect to such policies all of the rights, powers,
                  options, privileges and benefits usually comprised in the term
                  "incidents of ownership" and normally vested in an owner of
                  such policies;

                           (iii)    to sell, exchange, convey, transfer or
                  dispose of and also to grant options with respect to any
                  property, whether real or personal, at any time held by it,
                  and any sale may be made by private contract or by public
                  auction, and for cash or upon credit, or partly for cash and
                  partly upon credit, and no person dealing with the Trustee
                  shall be bound to see the application of the

                                      -5-

<PAGE>

                  purchase money or to inquire into the validity, expediency or
                  propriety of any such sale or other disposition;

                           (iv)     to retain, manage, operate, repair and
                  rehabilitate and to mortgage or lease for any period any real
                  estate held by it and, in its discretion, cause to be formed
                  any corporation or trust to hold tile to any such real
                  property;

                           (v)      to vote in person or by proxy on any stocks,
                  bonds, or other securities held by it, including any shares of
                  mutual funds held by it, to exercise any options appurtenant
                  to any stocks, bonds or other securities for the conversion
                  thereof into other stocks, bonds or securities, or to exercise
                  any rights to subscribe for additional stocks, bonds or other
                  securities and to make any and all necessary payment therefor
                  and to enter into any voting trust;

                           (vi)     with respect to any investment, to join in,
                  dissent from, or oppose any action or inaction of any
                  corporation, or of the directors, officers or stockholders of
                  any corporation, including, without limitation, any
                  reorganization, recapitalization, consolidation, liquidation,
                  sale or merger;

                           (vii)    to settle, adjust, compromise, or submit to
                  arbitration any claims, debts or damages due or owing to or
                  from the Trust Fund; and

                           (viii)   to deposit any property with any protective,
                  reorganization or similar committee, to delegate power thereto
                  and to pay and agree to pay part of its expenses and
                  compensation and any assessments levied with respect to any
                  property so deposited.

         In exercising such powers with respect to any portion of the Trust Fund
         that is invested pursuant to directions of the Committee or of an
         Investment Manager, the Trustee shall act in accordance with directions
         provided by the Committee or Investment Manager. The Trustee shall be
         under no duty or obligation to review any action to be taken, nor to
         recommend any action, pursuant to this Section 2.6(a) with respect to
         any portion of the Trust Fund that is under the direction of the
         Committee or an Investment Manager. The Trustee shall have no liability
         or responsibility for its action or inaction pursuant to the direction
         of, or its failure to act in the absence of directions from, the
         Committee or an Investment Manager, except to the extent provided in
         Section 5.2. The Employer hereby agrees to indemnify the Trustee and
         hold it harmless from and defend it against any claim or liability
         which may be asserted against the Trustee by reason of any action or
         inaction by it pursuant to a direction given by the Committee or by an
         Investment Manager or failing to act in the absence of any such
         direction.

                  (b)      In addition to and not by way of limitation of any
         other powers conferred upon the Trustee by law or other provisions of
         this Agreement, but

                                      -6-

<PAGE>

         subject to Section 1.3 and this Section 2, the Trustee is authorized
         and empowered, in its discretion:

                           (i)      to commence or defend suits or legal
                  proceedings, and to represent the Trust Fund in all suits or
                  legal proceedings in any court or before any other body or
                  tribunal;

                           (ii)     to register securities in its name or in the
                  name of any nominee or nominees with or without indication of
                  the capacity in which the securities shall be held, or to hold
                  securities in bearer form;

                           (iii)    to borrow or raise monies for the purposes
                  of the Trust from any lender, except the Trustee, in its
                  individual capacity, and for any sum so borrowed to issue its
                  promissory note as Trustee and to secure the repayment thereof
                  by pledging all or any part of the Trust Fund, and no person
                  lending money to the Trustee shall be bound to see the
                  application of the money loaned or to inquire into the
                  validity, expediency of propriety of any such borrowing;

                           (iv)     to make distributions in cash upon the
                  direction of the Committee;

                           (v)      to withhold the appropriate amount of taxes
                  from a participant's distribution as directed by the
                  Committee;

                           (vi)     to employ such agents, brokers, counsel and
                  accountants as the Trustee shall deem advisable and to be
                  reimbursed by the Employer for their reasonable expenses and
                  compensation;

                           (vii)    to make, execute, acknowledge, and deliver
                  any and all deeds, leases, assignments and instruments; and

                           (viii)   generally to do all acts which the Trustee
                  may deem necessary or desirable for the administration and
                  protection of the Trust Fund.

         Notwithstanding any powers granted to the Trustee pursuant to this
         Agreement or by applicable law, the Trustee shall not have any power
         that could give the Trust the objective of carrying on a business and
         dividing the gains therefrom, within the meaning of Section 301.7701-2
         of the Treasury Regulations promulgated pursuant to the Code.

                  2.7      Substitution of Assets. The Employer shall have the
right at any time, in its sole discretion, to substitute assets of equal fair
market value for any asset held by the Trust.

                                      -7-

<PAGE>

This right is exercisable by the Employer in a nonfiduciary capacity without the
approval or consent of any person in a fiduciary capacity.

                  Section 3.        Trustee and Committee:

                  3.1      Committee. The Employer shall certify to the Trustee
the names and specimen signatures of the members of the Committee appointed by
the Employer to administer the Plan and give directions to the Trustee. Such
certification shall include directions as to the number of signatures required
for any communication or direction to the Trustee. The Employer shall promptly
give notice to the Trustee of changes in the membership of the Committee. The
Committee may also certify to the Trustee the name of any person, together with
a specimen signature of any such person who is not a member of the Committee,
authorized to act for the Committee in relation to the Trustee. The Committee
shall promptly give notice to the Trustee of any change in any person authorized
to act on behalf of the Committee. For all purposes under this Agreement, until
any such notice is received by the Trustee, the Trustee shall be fully protected
in assuming that the membership of the committee and the authority of any person
certified to act in its behalf remain unchanged.

                  3.2      Trustee's Reliance. The Trustee may rely and act upon
any certificate, notice or direction of the Committee, or of a person authorized
to act on its behalf, or of the Employer or of an Investment Manager which the
Trustee believes to be genuine and to have been signed by the person or persons
duly authorized to sign such certificate, notice, or direction.

                  3.3      Legal Counsel. The Trustee may consult with legal
counsel (who may be counsel to the Employer) and may charge the expense to the
Employer concerning any questions which may arise under this Agreement, and the
opinions of such counsel shall be full and complete protection with respect to
any action taken, or omitted, by the Trustee hereunder in good faith in
accordance with the opinion of such counsel.

                  3.4      Liability Under the Plan. The duties and obligations
of the Trustee shall be limited to those expressly set forth in this Agreement,
notwithstanding any reference herein to the Plan. Notwithstanding any other
provision of this Trust Agreement, the Trustee and its

                                      -8-

<PAGE>

officers, directors and agents hereunder shall be indemnified and held harmless
by the Employer and the Fund to the fullest extent permitted by law against any
and all costs, damages, expenses and liabilities including, but not limited to,
attorneys' fees and disbursements reasonably incurred by or imposed upon it in
connection with any claim made against it or in which it may be involved by
reason of it being, or having been, a Trustee hereunder, to the extent such
amounts are not satisfied by fiduciary liability insurance that may or may not
be maintained by the Employer.

                  Section 4.        Distributions from the Trust Fund:

                  4.1      General. The Trustee shall make payments from the
Trust Fund in such amounts, at such times, and to such persons as the Committee
may, from time to time, direct.

                  4.2      Direction by the Committee. (a) A direction by the
         Committee to make a distribution from the Trust Fund shall:

                           (i)      be made in writing;

                           (ii)     specify the amount of the payment to be
                  distributed, the date such payment is to be made, the person
                  to whom payment is to be made, and the address to which the
                  payment is to be sent; and

                           (iii)    be deemed to certify to the Trustee that
                  such direction and any payment pursuant thereto are authorized
                  under the terms of the Plan.

                  (b)      The Trustee shall be entitled to rely conclusively on
         the Committee's certification of its authority to direct a payment
         without independent investigation. The Trustee shall have no liability
         to any person with respect to payments made in accordance with the
         provisions of this Section 4.

                  4.3      Method of Payment. Payments of money by the Trustee
may be made by its check payable to the order of the payee designated by the
Committee and mailed to the payee in care of the Employer. The Trustee shall
provide for the reporting and withholding of any federal, state or local taxes
that may be required to be withheld with respect to the payment of benefits
pursuant to the terms of the Plan and shall pay amounts withheld to the
appropriate

                                      -9-

<PAGE>

taxing authorities or determine that such amounts have been reported, withheld
and paid by the Employer.

                  4.4      Special Distributions. Notwithstanding any other
provision of this Trust Agreement to the contrary, if at any time (i) the Trust
is finally determined by the Internal Revenue Service (the "IRS") not to be a
"grantor trust," with the result that the income of the Trust Fund is not
treated as income of the Employer pursuant to Sections 671 through 679 of the
Code, (ii) a federal tax is finally determined by the IRS to be payable by the
Trust beneficiaries, or (iii) the Trustee receives an opinion of counsel
satisfactory to it to the effect that it is likely that the IRS will determine
that a tax will be payable by the Trust beneficiaries as described in (ii) and
it is likely that such determination will be upheld, then the Trust shall
immediately terminate and the assets paid as soon as practicable by the Trustee
to the Trust beneficiary as directed by the Committee.

                  4.5      Payments to Employer. Except as expressly provided
herein, the Employer shall have no right or power to direct the Trustee to
return to the Employer any of the Trust Fund before all payments of benefits
have been made pursuant to the Plan. However, if the Trustee determines that the
value of the assets of the Trust Fund are in excess of ___% (INSERT DESIRED
PERCENTAGE GREATER THAN 100%) of the amount required to pay the benefits
provided under the terms of the Plan, then such excess assets, including both
principal and income, shall be returned to the Employer.

                  Section 5.  Trustee's and Committee's Responsibilities:

                  5.1      General Standard of Care. The Trustee, the members of
the Committee and any Investment Manager shall at all times discharge their
duties with respect to the Trust Fund solely in the interest of the Plan
participants and their beneficiaries and with the care, skill, prudence, and
diligence that, under the circumstances prevailing, a prudent man acting in a
like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims.

                                      -10-

<PAGE>

                  5.2      No Liability for Acts of Others. No "fiduciary" (as
such term is defined in Section 3(21) of ERISA) under this Agreement shall be
liable for an act or omission of another person in carrying out any fiduciary
responsibility where such fiduciary responsibility is allocated to such other
person by this Agreement or pursuant to a procedure established in this
Agreement.

                  Section 6.        Trustee's Accounts:

                  6.1      Accounts. The Trustee shall keep accurate and
detailed accounts of all investments, reinvestments, receipts and disbursements,
and other transactions hereunder, and all such accounts and the books and
records relating thereto shall be open to inspection at all reasonable times by
the Employer or the Committee or persons designated by them.

                  6.2      Valuation of Trust Fund. The Trustee shall value or
cause to be valued the Trust Fund as of the last business day of each calendar
quarter ("Valuation Date"), and shall report to the Committee the value of the
Trust Fund as of such date, within a reasonable time after the first day of the
month next succeeding each Valuation Date.

                  6.3      Reports to the Committee. (a) Within sixty (60) days
         following the last day of each fiscal year of the Trust, and within
         sixty (60) days following the effective date of the resignation or
         removal of the Trustee as provided in Section 8.1, the Trustee shall
         render to the Committee a written account setting forth all
         investments, receipts, disbursements and other transactions affecting
         the Trust Fund or any investment fund, which account shall be signed by
         the Trustee and mailed to the Committee.

                  (b)      The Committee shall notify the Trustee in writing of
         any objection or exception to an account so rendered not later than
         ninety (90) days following the date on which the Account was mailed to
         the Committee, whereupon the Committee and the Trustee shall cooperate
         in resolving such objection or exception.

                  (c)      If the Committee has not communicated in writing to
         the Trustee within ninety (90) days following the mailing of the
         account to the Committee any exception or objection to the account, the
         account shall become an account stated at the end of such ninety (90)
         day period. If the Committee does communicate such an exception or
         objection, as to which it later becomes satisfied, the Committee shall
         thereupon indicate in writing its approval of the account, or of the
         account as amended, and the account shall thereupon become an account
         stated.

                                      -11-

<PAGE>

                  (d)      Whenever an account shall have become an account
         stated as aforesaid, such account shall be deemed to be finally settled
         and shall be conclusive upon the Trustee, the Employer and all persons
         having or claiming to have any interest in the Trust Fund or under the
         Plan, and the Trustee shall be fully and completely discharged and
         released to the same extent as if the account had been settled and
         allowed by a judgment or decree of a court of competent jurisdiction in
         an action or proceeding in which the Trustee, the Employer, and all
         persons having or claiming to have any interest in the Trust Fund or
         under the Plan were parties.

                  6.4      Right of Judicial Settlement. Notwithstanding the
provisions of Section 6.3, the Trustee, the Committee, and the Employer, or any
of them, shall have the right to apply at any time to a court of competent
jurisdiction for the judicial settlement of the Trustee's account. In any such
case, it shall be necessary to join as parties thereto only the Trustee, the
Committee and the Employer; and any judgment or decree which may be entered
therein shall be conclusive upon all persons having or claiming to have any
interest in the Trust Fund or under the Plan.

                  6.5      Enforcement of Agreement. To protect the Trust Fund
from expenses which might otherwise be incurred, the Employer and the Committee
shall have authority, either jointly or severally, to enforce this Agreement on
behalf of all persons claiming any interest in the Trust Fund or under the Plan,
and no other person may institute or maintain any action or proceeding against
the Trustee or the Trust Fund in the absence of written authority from the
Committee or a judgment of a court of competent jurisdiction that in refusing
authority the Committee acted fraudulently or in bad faith.

                  Section 7.        Taxes; Compensation of Trustee:

                  7.1      Taxes. Any taxes that may be imposed upon the Trust
Fund or the income therefrom shall be deducted from and charged against the
Trust Fund.

                  7.2      Compensation of Trustee; Expenses. The Trustee shall
receive for its services hereunder such compensation as may be agreed upon in
writing from time to time by the Employer and the Trustee and shall be
reimbursed for its reasonable expenses, including counsel fees, incurred in the
performance of its duties hereunder. The Trustee shall deduct from and

                                      -12-

<PAGE>

charge against the Trust Fund such compensation and all such expenses unless
previously paid by the Employer.

                  Section 8.        Resignation and Removal of Trustee:

                  8.1      Resignation or Removal of Trustee. The Trustee may
resign as trustee hereunder at any time by giving sixty (60) days prior written
notice to the Employer. Notwithstanding the preceding, the Trustee may resign
immediately upon the occurrence of an unusual event which in the sole discretion
of the Trustee affects the viability of the Employer and in such event the
Employer shall promptly appoint a qualified successor trustee. The Employer may
remove the Trustee as trustee hereunder at any time by giving the Trustee prior
written notice of such removal, which shall include notice of the appointment of
a successor trustee. Such removal shall take effect not earlier than sixty (60)
days following receipt of such notice by the Trustee unless otherwise agreed
upon by the Trustee and the Employer.

                  8.2      Appointment of Successor. In the event of the
resignation or removal of the Trustee, a successor trustee shall be appointed by
the Employer. Except as is otherwise provided in Section 8.1, such appointment
shall take effect upon delivery to the Trustee of an instrument so appointing
the successor and an instrument of acceptance executed by such successor, both
of which instruments shall be duly acknowledged before a notary public. If
within sixty (60) days after notice of resignation shall have been given by the
Trustee a successor shall not have been appointed as aforesaid, the Trustee may
apply to any court of competent jurisdiction for the appointment of such
successor.

                  8.3      Succession. (a) Upon the appointment of a successor
         hereunder, the Trustee shall transfer and deliver the Trust Fund to
         such successor; provided, however, that the Trustee may reserve such
         sum of money as it shall in its sole and absolute discretion deem
         advisable for payment of its fees and all expenses including counsel
         fees in connection with the settlement of its account, and any balance
         of such reserve remaining after the payment of such charges shall be
         paid over to the successor trustee. If such reserve shall be
         insufficient to pay such charges, the Trustee shall be entitled to
         recover the amount of any deficiency from the Employer, from the
         successor trustee, or from both.

                                      -13-

<PAGE>

                  (b)      Upon the completion of the succession and the
         rendering of its final accounts, the Trustee shall have no further
         responsibilities whatsoever under this Agreement.

                  8.4      Successor Bound by Agreement. All the provisions of
this Agreement shall apply to any successor trustee with the same force and
effect as if such successor had been originally named herein as the trustee
hereunder.

                  Section 9.        Trustee Responsibility Regarding Payments to
                                    Trust Beneficiaries When Employer Is
                                    Insolvent:

                  9.1      Direction. The Board of Directors and the chief
executive officer of the Employer shall have the duty to inform the Trustee in
writing if the Employer becomes Insolvent, as hereinafter defined. If the
Trustee receives any written certification signed under penalties of perjury by
any person other than the Board of Directors or the chief executive officer of
the Employer that the Employer has become Insolvent, the Employer shall be
deemed to be Insolvent for purposes of this Section 9. When the Trustee has been
so informed by the Board of Directors or the chief executive officer of the
Employer, or has received such certification from another person, the Trustee
shall immediately discontinue payments of benefits to Trust Beneficiaries and of
net income to the Employer, and shall hold the assets of the Trust for the
benefit of the Employer's general creditors. Nothing in this Agreement shall in
any way diminish any rights of Plan participants or their beneficiaries to
pursue their rights as general creditors of the Employer with respect to
benefits due under the Plan. During the continuance of the Trust, the fees and
expenses of the Trustee shall be paid from the Trust Fund if not paid by the
Employer or any successor trustee (including a regulatory agency).

                  9.2      Insolvency. The Employer shall be considered
Insolvent for purposes of this Section 9 if: (i) the Employer is unable to pay
its debts as they become due; or (ii) the Employer is determined to be insolvent
by any agency having regulatory authority over the Employer.

                  9.3      Resumption of Payments. The Trustee shall resume the
payment of benefits to Plan participants or their beneficiaries only after the
Trustee has determined that the Employer is not Insolvent (or is no longer
Insolvent). If the Trustee discontinues the payment of

                                      -14-

<PAGE>

benefits from the Trust pursuant to Section 9.1 hereof, and subsequently resumes
such payments, the first payment following such discontinuance shall include the
aggregate amount of all payments due to Plan participants or their beneficiaries
under the terms of the Plan, less the aggregate amount of any payments made to
Plan participants or their beneficiaries by the Employer in lieu of the payments
provided for hereunder during any such period of discontinuance.

                  Section 10.       Amendment and Irrevocability:

                  10.1     The Employer may, at any time and from time to time,
         by instrument in writing executed pursuant to authorization of its
         Board of Directors, amend in whole or in part any or all of the
         provisions of this Agreement; provided, however, that: (i) no amendment
         which affects the rights, duties, fees or responsibilities of the
         Trustee may be made without the Trustee's consent; and (ii) no
         amendment shall conflict with the terms of the Plan or alter the fact
         that the Trust is irrevocable pursuant to Section 10.1 hereof.

                  10.2     The Trust created hereunder is irrevocable and shall
         terminate only upon the complete distribution of the assets of the
         Trust to the participants or their beneficiaries. In the event that
         Trust assets remain after the payment of all benefits to the
         participants or their beneficiaries under the terms of the Plan, the
         Trust shall be terminated and any remaining assets shall be returned to
         the Employer.

                  10.3     Any such amendment shall become effective upon
         receipt by the Trustee of the instrument of amendment and endorsement
         thereon by the Trustee of its consent thereto, if such consent is
         required; provided, however, no such amendment shall be permitted if,
         in the opinion of counsel to the Employer, any such amendment would
         cause the Trust to cease to constitute a grantor trust as described in
         Section 4.4 of this Agreement. Following any such termination as
         provided in Section 10.1, the powers of the Trustee hereunder shall
         continue as long as any of the Trust Fund remains in its hands.

                  Section 11.       Miscellaneous:

                  11.1     Binding Effect; Assignability. This Agreement shall
be binding upon, and the powers granted to the Employer and the Trustee,
respectively, shall be exercisable by the respective successors and assigns of
the Employer and the Trustee. Any entity which shall, by merger, consolidation,
purchase, or otherwise, succeed to substantially all the trust business of

                                      -15-

<PAGE>

the Trustee shall, upon such succession and without any appointment or other
action by the Employer, be and become successor trustee hereunder.

                  11.2     Governing Law. This Agreement and the trust created
and the Trust Fund held hereunder shall be interpreted in accordance with the
laws of the state designated by the Employer in Section 17.9 of the Adoption
Agreement, except to the extent that such laws are preempted by the federal laws
of the United States of America. All contributions to the Trust Fund shall be
deemed to take place in the state designated by the Employer in Section 17.9 of
the Adoption Agreement.

                  11.3     Notices. Any communication to the Trustee, including
any notice, direction, designation, certification, order, instruction, or
objection shall be in writing and signed by the person authorized under the Plan
to give the communication. The Trustee shall be fully protected in acting in
accordance with these written communications. Any notice required or permitted
to be given to a party hereunder shall be deemed given if in writing and hand
delivered or mailed, postage prepaid, certified mail, return receipt requested,
to such party at the following address or at such other address as such party
may by notice specify:

                  If to the Employer:

                           MERCER MUTUAL INSURANCE COMPANY
                           10 NORTH HIGHWAY, P.O. BOX 278
                           PENNINGTON, NJ 08534
                           Attention: ANDREW SPEAKER

                  If to the Trustee:

                           Bankers Trust Company
                           665 Locust
                           Des Moines, IA
                           Attention: Anji Rainey

                  11.4     Severability. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity of enforceability
of the remaining provisions.

                                      -16-

<PAGE>

                  11.5     Waiver. Failure of any party to insist at any time or
times upon strict compliance with any provision of this Agreement shall not be a
waiver of such provision at such time or any later time unless in a writing
designated as a waiver and signed by or on behalf of the party against whom
enforcement of the waiver is sought.

                  11.6     Non-Alienation. No interest, right or claim in or to
any part of the Trust Fund or any payment therefrom shall be assignable,
transferable or subject to sale, mortgage, pledge, hypothecation, commutation,
anticipation, garnishment, attachment, execution, or levy of any kind, and the
Trustee and the Committee shall not recognize any attempt to assign, transfer,
sell, mortgage, pledge, hypothecate, commute, or anticipate the same, except to
the extent required by law.

                  11.7     Headings. The headings of sections are included
solely for convenience of reference. If there is any conflict between such
headings and the text of the Agreement, the text shall control.

                  11.8     Construction of Language. Whenever appropriate in
this Agreement, words used in the singular may be read in the plural; words used
in the plural may be read in the singular; and words importing the masculine
gender shall be deemed equally to refer to the female gender or the neuter. Any
reference to a section number shall refer to a section of this Agreement, unless
otherwise indicated.

                  11.9     Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument.

                                      -17-

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                             MERCER MUTUAL INSURANCE COMPANY

                                             By: _______________________________
                                                      Authorized Officer

                                             BANKERS TRUST COMPANY

                                             By: _______________________________
                                                      Vice President
<PAGE>

                              INVESTMENT AGREEMENT

WHEREAS, MERCER MUTUAL INSURANCE COMPANY (the Company) has retained Bankers
Trust Company, N.A. Des Moines, (BTC) as Trustee of the Trust Fund (the Trust)
established with respect to certain plans established to provide deferred
compensation, for certain of its employees.

AND WHEREAS, that Trust is evidenced by certain Trust Agreement by virtue of
which BTC has agreed to serve as Trustee,

AND WHEREAS, that section 2.0 of the Trust authorized BTC to act pursuant to
investment guidelines agreed to in writing from time to time by the Company and
BTC,

NOW, THEREFORE, in consideration of mutual promises and covenants contained
herein and the performance thereof, it is hereby agreed by and between these
Parties:

1.       All contribution to the aforementioned Plan and all assets of the Trust
         will be held in certain annuity contracts, mutual fund shares, or other
         instruments issued by Principal Life Insurance Company or other
         companies which are members of The Principal Financial Group.

2.       BTC will not be liable for the acts or omission of Principal Life
         Insurance Company or other companies which are members of The Principal
         Financial Group with regard to the investment of the contributions of
         the aforementioned plans and all assets of the Trust.

3.       That this agreement shall run for the full term of the Trust unless
         superseded by a subsequent written agreement between the Parties. This
         Agreement shall be terminated immediately and without notice if the
         Trust is terminated, or if BTC resigns or is removed from its role as
         Trustee.

4.       That this agreement shall be construed, interpreted, and governed by
         the laws of the State of Iowa.

This Agreement shall be effective on this 1st day of June 2002.

AGREED & ACCEPTED:

_______________________________             ___________________________

Mercer Mutual Insurance Company             Bankers Trust Company, N.A.

Title__________________________             Trust Officer

Date___________________________             Date_______________________

<PAGE>

                           BANKERS TRUST COMPANY, N.A.
                       NON-QUALIFIED TRUSTEE FEE SCHEDULE

This fee schedule is used when a client retains Bankers Trust Company, N.A. to
act as a corporate trustee of it's non-qualified plan. This schedule applied
only when Principal Life is the investment manager and recordkeeper for the
client's non-qualified plan.

A.  ESTABLISHMENT FEE      $250.00

B.  ANNUAL ASSET FEE*

                           This charge is based on the current market value of
                           all assets in the trust account. Fee valuations will
                           be performed quarterly based upon the value of the
                           account at calendar quarter end.

<TABLE>
<CAPTION>
----------------------------------------------------------
          RATE                               MARKET VALUE
----------------------------------------------------------
<S>                                       <C>
..35 OF 1% ON THE FIRST                    $     200,000.00
----------------------------------------------------------
..30 OF 1% ON THE NEXT                     $     300,000.00
----------------------------------------------------------
..25 OF 1% ON THE NEXT                     $     500,000.00
----------------------------------------------------------
..20 OF 1% ON THE NEXT                     $   1,000,000.00
----------------------------------------------------------
NEGOTIATED OVER
----------------------------------------------------------
</TABLE>

         (*The Minimum Annual Asset Fee = $1,000.00)

C.  ACTIVITY FEES

         *  SECURITY MAINTENANCE    $100.00 Annually

         *  EXTRAORDINARY SERVICES

                  The charge for out-of-pocket expenses for services not covered
                  specifically elsewhere in the fee schedule will be at cost
                  (Federal Express, Certified Postage, etc.)

We will notify you 60 days in advance if changes to the schedule occur.

                                AGREED & ACCEPTED

Company: Mercer Mutual Insurance Company     Company: Bankers Trust Company, N.A

Name (Printed): _______________________      Name (Printed): ___________________

Signature: ____________________________      Signature: ________________________

Title: ________________________________      Title: ____________________________

Date: _________________________________      Date: _____________________________

<PAGE>

[EBS LOGO]

                     THE EXECUTIVE NONQUALIFIED EXCESS PLAN
                               ADOPTION AGREEMENT

                  THIS AGREEMENT is made the 1st day of June, 2002, by MERCER
MUTUAL INSURANCE COMPANY (the "Employer"), having its principal office at 10
NORTH HIGHWAY 31, P.O. BOX 278, PENNINGTON, NJ 08534 and EXECUTIVE BENEFIT
SERVICES, INC. (the "Sponsor"), having its principal office at 434 Fayetteville
Street, Suite 1160, Raleigh, North Carolina 27601.

                              W I T N E S S E T H:

                  WHEREAS, the Sponsor has established The Executive
Nonqualified Excess Plan (the "Plan"); and

                  WHEREAS, the Employer desires to adopt the Plan as an
unfunded, nonqualified deferred compensation plan, for the benefit of the
Employer's [ ] Employees and/or [X] Independent Contractors;

                  NOW, THEREFORE, the Employer hereby adopts the Plan in
accordance with the terms and conditions set forth in this Adoption Agreement:

                                    ARTICLE I

                  Terms used in this Adoption Agreement shall have the same
meaning as in the Plan, unless some other meaning is expressly herein set forth.
The Employer hereby represents and warrants that the Plan has been adopted by
the Employer upon proper authorization and the Employer hereby elects to adopt
the Plan for the benefit of its Participants as referred to in the Plan. By the
execution of this Adoption Agreement, the Employer hereby agrees to be bound by
the terms of the Plan.

                  This Adoption Agreement may only be used in connection with
The Executive Nonqualified Excess Plan. The Sponsor will inform the Employer of
any amendments to the Plan or of the discontinuance or abandonment of the Plan.
For questions concerning the Plan, the Employer may call the Sponsor at (919)
833-1042.

                                   ARTICLE II

                  The Employer hereby makes the following designations or
elections for the purpose of the Plan [Section references below correspond to
Section references in the Plan]:

                                       (C) 2000 EXECUTIVE BENEFIT SERVICES, INC.

                                       1

<PAGE>

         2.4      ADJUSTMENT DATE: The Deferred Compensation Account of
Participants shall be adjusted for the amount of any Salary Deferral Credits,
Employer Matching Credits and Employer Performance Incentive Credits to such
account on the last business day of each Plan Year and such other times as may
be designated below [check any additional desired Adjustment Dates]:

                  ___      (i)      The last business day of each calendar
                                    quarter during the Plan Year.

                  ___      (ii)     The last business day of each month during
                                    the Plan Year.

                  XX       (iii)    The last business day of each payroll period
                                    during the Plan Year.

                  ___      (iv)     Each day securities are traded on a national
                                    stock exchange.

                  ___      (v)      Other [specify] ___________________________
                                    ___________________________________________.

                  2.9      COMPENSATION: The "Compensation" of a Participant
shall mean all of each Participant's [check desired option(s)]:

                  XX       (i)      compensation received as an Employee
                                    reportable in box 1, Wages, Tips and other
                                    Compensation, on Form W-2.

                  ___      (ii)     annual base salary.

                  ___      (iii)    annual bonus.

                  ___      (iv)     long term incentive plan compensation.

                  ___      (v)      compensation received as an Independent
                                    Contractor reportable on Form 1099.

                  XX       (vi)     other [specify]: DIRECTORS 1099.

Notwithstanding the foregoing, Compensation [X] SHALL [ ] SHALL NOT include
Salary Deferral Credits under this Plan and amounts contributed by the
Participant pursuant to a Salary Deferral Agreement to another employee benefit
plan of the Employer which are not includible in the gross income of the
Employee under Section 125, 402(e)(3), 402(h) or 403(b) of the Code.

                                       2

<PAGE>

                  2.13     EFFECTIVE DATE: [check desired option]:

                  ___      (i)      This is a newly-established Plan, and the
                                    Effective Date of the Plan is _____________.

                  XX       (ii)     This is an amendment and restatement of
                                    the Plan (insert plan name) with an
                                    effective date of OCTOBER 1, 1999, and the
                                    effective date of this amended and restated
                                    Plan is JUNE 1, 2002. This is amendment
                                    number 1 .

                  2.20     NORMAL RETIREMENT AGE: The Normal Retirement Age of
a Participant shall be [check desired option]:

                  XX       (i)      Age 65.

                  ___      (ii)     The later of age ____ or the ______
                                    anniversary of the participation
                                    commencement date. The participation
                                    commencement date is the first day of the
                                    first Plan Year in which the Participant
                                    commenced participation in the Plan.

                  XX       (iii)    AGE 75 FOR BOARD MEMBERS.

                  2.22     PARTICIPATING EMPLOYER(s): As of the Effective Date,
the following Participating Employer(s) are parties to the Plan [list all
employer-parties, including the Employer]:

<TABLE>
<CAPTION>
        Name of Employer                      Address                   Telephone No.       EIN
        ----------------                      -------                  ---------------      ---
<S>                                  <C>                               <C>                <C>
MERCER MUTUAL INSURANCE COMPANY      10 NORTH HIGHWAY, PO BOX 278      (800) 223-0534     21-0512950
                                         PENNINGTON, NJ 08534
</TABLE>

                  2.23     PLAN: The name of the Plan as applied to the Employer
                           is: THE EXECUTIVE NONQUALIFIED EXCESS PLAN OF MERCER
                           MUTUAL INSURANCE COMPANY

                                       3

<PAGE>

                  2.24     PLAN ADMINISTRATOR: The Plan Administrator shall be
[check desired option]:

                  ___      (i)      Committee.

                  XX       (ii)     Employer.

                  ___      (iii)    Other (specify): __________________________.

                  2.25     PLAN YEAR: The Plan Year shall be the 12
consecutive calendar month period ending on the last day of the month of
December , and each anniversary thereof.

                  2.33     TRUST: [check desired option]:

                  XX        (i)     The Employer DOES desire to establish a
                                    "rabbi" trust for the purpose of setting
                                    aside assets of the Employer contributed
                                    thereto for the payment of benefits under
                                    the Plan.

                                    If a trust is established and the value of
                                    the assets of the trust exceed ________%
                                    (INSERT DESIRED PERCENTAGE GREATER THAN
                                    100%) of the amount required to pay benefits
                                    under the Plan, then the Trustee is
                                    authorized to return such excess assets to
                                    the Employer.

                  ___       (ii)    The Employer DOES NOT desire to
                                    establish a "rabbi" trust for the purpose of
                                    setting aside assets of the Employer
                                    contributed thereto for the payment of
                                    benefits under the Plan.

                  2.35     YEARS OF SERVICE: For vesting purposes, Years of
Service of a Participant shall be calculated from the date designated below
[check desired option]:

                  ___      (i)      First Day of Service.

                  XX       (ii)     Effective Date of the Plan.

                  ___      (iii)    Each Contribution Date. Under this option
(iii), each Employer Matching Credit or Performance Incentive Credit shall vest
in accordance with the applicable schedule selected in Section 7 of this
Adoption Agreement based on the Years of Service of a Participant from the
Adjustment Date on which each Employer Matching Credit or Performance Incentive
Credit is credited to his or her Deferred Compensation Account.

                                       4

<PAGE>

                  3.1      SALARY DEFERRAL CREDITS: A Participant may elect to
have his Compensation (as selected in Section 2.9 of this Adoption Agreement)
reduced by the following percentage or amount per pay period, or for a specified
pay period or periods, as designated in writing to the Committee [check the
applicable options]:

                  XX       (i)      annual base salary:

                                    [complete the following blanks only if a
                                    minimum or maximum deferral is desired]:

                                    minimum deferral: $__________ or __________%
                                    maximum deferral: $__________ or __________%

                  XX       (ii)     annual bonus:

                                    [complete the following blanks only if a
                                    minimum or maximum deferral is desired]:

                                    minimum deferral: $__________ or __________%
                                    maximum deferral: $__________ or __________%

                  XX       (iii)    other [please specify type, as selected in
                                    Section 2.9 of this Adoption Agreement]:
                                    DIRECTOR'S 1099 COMPENSATION:

                                    [complete the following blanks only if a
                                    minimum or maximum deferral is desired]:

                                    minimum deferral: $__________ or __________%
                                    maximum deferral: $__________ or __________%

                  ___      (iv)     no salary deferral provision.

                  3.1.3    TERMINATION OF SALARY DEFERRALS: A Participant may
terminate his Salary Deferral Agreement effective as of [check desired option]:

                  XX       (i)      the first full payroll period commencing
                                    after the date written notice of the
                                    termination is received by the Committee.

                  ___      (ii)     the January 1 occurring after the date
                                    written notice of the termination is
                                    received by the Committee.

                                       5

<PAGE>

                  3.2      EMPLOYER MATCHING CREDITS: The Employer may make
matching credits to the Deferred Compensation Account of each Participant in an
amount determined as follows [check desired option(s)]:

                  ___      (i)      ______% of the Participant's Salary
                                    Deferral Credits.

                  ___      (ii)     ______% of the first ______% of the
                                    Participant's Compensation which is
                                    elected as a Salary Deferral Credit.

                  ___      (iii)    An amount determined each Plan Year by the
                                    Employer.

                  XX       (iv)     The Employer shall decide from year to
                                    year whether matching credits will be made
                                    and shall notify Participants annually of
                                    the manner in which matching credits will be
                                    calculated for the subsequent year.

                  ___      (v)      The Employer shall not match amounts
                                    provided above in excess of $ _______ ,
                                    or in excess of ___% of the Participant's
                                    Compensation per Plan Year.

                  ___      (vi)     No Employer matching credits provision.

                  3.3      EMPLOYER PERFORMANCE INCENTIVE CREDITS: The Employer
may make performance incentive credits to the Deferred Compensation Account of
each Active Participant in an amount determined as follows:

                  ___      (i)      Such amount out of the current or
                                    accumulated net profit of the Employer for
                                    such year as the Employer in its sole
                                    discretion shall determine.

                  ___      (ii)     Such amount as the Employer in its sole
                                    discretion shall determine without regard to
                                    current or accumulated net profit.

                  ___      (iii)    The Employer shall not make Performance
                                    Incentive Credits in excess of $__________,
                                    or in excess of ____% of the Participant's
                                    Compensation per Plan Year.

                  XX       (iv)     No Employer performance incentive credits
                                    provision.

                                       6

<PAGE>

                  4.1      DEATH OF A PARTICIPANT: If the Participant dies while
in Service, the Employer shall pay a benefit to the Beneficiary in an amount
equal to the Accrued Benefit of the Participant determined as of the date
payments to the Beneficiary commence, plus [check if desired]:

                  ___      (i)      An amount to be determined by the Committee.

                  ___      (ii)     A lump sum of $ ____________.

                  ___      (iii)    _____ times the annual base salary of the
                                    Participant at his date of death.

                  ___      (iv)     Other   [specify]: ________________________.

                  XX       (v)      No additional benefits.

                  4.4.2    EARLY RETIREMENT: The Employer may elect to provide
for Early Retirement. If Early Retirement is permitted, it shall be subject to
the following eligibility requirements [check desired option and fill in
appropriate blanks]:

                  ___      (i)      Completion of _____ Years of Service.

                  XX       (ii)     Attainment of age 55.

                  ___      (iii)    Completion of _____ Years of Service and
                                    attainment of age _____.

                  ___      (iv)     No Early Retirement provisions.

                                       7

<PAGE>

                  5.1      REGULAR IN-SERVICE WITHDRAWALS: [check desired
option]:

                  XX       (i)      The Employer DOES elect to permit
                                    regular in-service withdrawals by a
                                    Participant from his Deferred Compensation
                                    Account.

                  ___      (ii)     The Employer DOES NOT elect to permit
                                    regular in-service withdrawals by a
                                    Participant from his Deferred Compensation
                                    Account.

                  5.3      "HAIRCUT" WITHDRAWALS: [check desired option]:

                  XX       (i)      The Employer DOES elect to permit
                                    "haircut" withdrawals by a Participant from
                                    his Deferred Compensation Account.

                                    Specify percentage (not less than 10%) of
                                    amount withdrawn that shall be forfeited:
                                    10 %

                  ___      (ii)     The Employer DOES NOT elect to permit
                                    "haircut" withdrawals by a Participant from
                                    his Deferred Compensation Account.

                  5.4      COLLEGE EDUCATION WITHDRAWALS: [check desired
                           option]:

                  XX       (i)      The Employer DOES elect to permit
                                    college education withdrawals by a
                                    Participant from his Deferred Compensation
                                    Account.

                  ___      (ii)     The Employer DOES NOT elect to permit
                                    college education withdrawals by a
                                    Participant from his Deferred Compensation
                                    Account.

                                       8

<PAGE>

                  6.1      PAYMENT OPTIONS: Any benefit payable under the Plan
may be made to the Participant or his Beneficiary (as applicable) in any of the
following payment forms, as selected by the Participant upon his entry into the
Plan [check desired option(s)]:

                  XX       (i)      A lump sum in cash as soon as feasible
                                    following the date Participant's service
                                    with the Employer terminates for any reason
                                    (including Retirement, Disability or death).

                  XX       (ii)     Approximately equal annual installments
                                    over a term no longer than 10 years as
                                    elected by the Participant upon his entry
                                    into the Plan.

                                    Payment of the benefit shall commence as of
                                    the following date [select desired option]:

                                    ___     The first business day of the
                                            calendar year following the date
                                            Participant's service with the
                                            Employer terminates for any reason
                                            (including Retirement, Disability or
                                            death).

                                    ___     The first business day of the
                                            calendar quarter following the date
                                            Participant's service with the
                                            Employer terminates for any reason
                                            (including Retirement, Disability or
                                            death).

                                    XX      The first business day of the
                                            calendar month following the date
                                            Participant's service with the
                                            Employer terminates for any reason
                                            (including Retirement, Disability or
                                            death).

                                    The payment of each annual installment shall
                                    be made on the anniversary of the date
                                    selected for the commencement of the
                                    installment payments in this subsection
                                    (ii). The amount of the annual installment
                                    shall be adjusted on each anniversary date
                                    of the commencement of the installment
                                    payments for credits or debits to the
                                    Participant's account pursuant to Section 8
                                    of the Plan. Such adjustment shall be made
                                    by dividing the balance in the Deferred
                                    Compensation Account on each such date
                                    (following adjustment on such date) by the
                                    number of annual installments remaining to
                                    be paid hereunder; provided that the last
                                    annual installment due under the Plan shall
                                    be the entire amount credited to the
                                    Participant's account on the date of
                                    payment.

                  ___      (iii)    Other [specify]: ___________________________

                                       9

<PAGE>

7.       VESTING:

(I)      VESTING OF EMPLOYER MATCHING CREDITS: The nonforfeitable percentage of
         each Participant in his Accrued Benefit attributable to any applicable
         Employer Matching Credits shall be as follows [check (a), (b), (c),
         (d), (e), (f) or (g)]:

                           XX      (a)      Immediate 100% vesting.

                           ___     (b)      100% vesting after ___
                                            Years of Service.

                           ___     (c)      100% vesting at age ____.

<TABLE>
<CAPTION>
___     (d)  Number of Years                     Vested
               of Service                      Percentage
               ----------                      ----------
<S>     <C>                                    <C>
             Less than  1                           0%
                        1                          20%
                        2                          40%
                        3                          60%
                        4                          80%
                        5 or more                 100%
</TABLE>

<TABLE>
<CAPTION>
___     (e)      Number of Years             Vested
                   of Service              Percentage
                   ----------              ----------
<S>     <C>                                <C>
                 Less than  3                   0%
                            3                  20%
                            4                  40%
                            5                  60%
                            6                  80%
                            7 or more         100%
</TABLE>

<TABLE>
<CAPTION>
___     (f)  Number of Years                          Vested
               of Service                           Percentage
               ----------                           ----------
<S>     <C>                                         <C>
             Less than    1                          _______%
                          1                          _______%
                          2                          _______%
                          3                          _______%
                          4                          _______%
                          5                          _______%
                          6                          _______%
                          7                          _______%
                          8                          _______%
                          9                          _______%
                          10 or more                 _______%
</TABLE>

                                ___     (g)      Not applicable

In addition, the nonforfeitable percentage of each Participant in his Accrued
Benefit attributable to any applicable Employer Matching Credits [ ] SHALL [ ]
SHALL NOT become 100% vested at the Death or Disability of the Participant.

                                       10

<PAGE>

(II)     VESTING OF EMPLOYER PERFORMANCE INCENTIVE CREDITS: The nonforfeitable
         percentage of each Participant in his Accrued Benefit attributable to
         any applicable Employer Performance Incentive Credits shall be as
         follows [check (a), (b), (c), (d), (e), (f) or (g)]:

                      ___     (a)      Immediate 100% vesting.

                      ___     (b)      100% vesting after ____ Years of Service.

                      ___     (c)      100% vesting at age ____.

<TABLE>
<CAPTION>
___     (d)  Number of Years                     Vested
               of Service                      Percentage
               ----------                      ----------
<S>     <C>                                    <C>
             Less than  1                           0%
                        1                          20%
                        2                          40%
                        3                          60%
                        4                          80%
                        5 or more                 100%
</TABLE>

<TABLE>
<CAPTION>
___     (e)      Number of Years             Vested
                   of Service              Percentage
                   ----------              ----------
<S>     <C>                                <C>
                 Less than  3                   0%
                            3                  20%
                            4                  40%
                            5                  60%
                            6                  80%
                            7 or more         100%
</TABLE>

<TABLE>
<CAPTION>
___     (f)  Number of Years                          Vested
               of Service                           Percentage
               ----------                           ----------
<S>     <C>                                         <C>
             Less than    1                          _______%
                          1                          _______%
                          2                          _______%
                          3                          _______%
                          4                          _______%
                          5                          _______%
                          6                          _______%
                          7                          _______%
                          8                          _______%
                          9                          _______%
                          10 or more                 _______%
</TABLE>

                                XX       (g)      Not applicable

In addition, the nonforfeitable percentage of each Participant in his Accrued
Benefit attributable to any applicable Employer Performance Incentive Credits
[ ] SHALL [ ] SHALL NOT become 100% vested at the Death or Disability of the
Participant.

                                       11

<PAGE>

                  14.      AMENDMENT OR TERMINATION OF PLAN: [check or complete
                           all that apply]:

                  ___      (i)      Notwithstanding any provision in this
                                    Adoption Agreement or the Plan to the
                                    contrary, Section _____ of the Plan shall be
                                    amended to read as follows:

                                    See attached Exhibit ____.

                  ___      (ii)     The Plan shall be terminated upon the
                                    occurrence of one or more of the following
                                    events [check if desired]:

                                    ___     (a)      The amount of shareholders
                                            equity shown on the financial
                                            statements of the Employer for each
                                            of the two most recent fiscal years
                                            is less than $____________.

                                    ___     (b)      The aggregate net loss
                                            (after tax) as reported on the
                                            financial statements of the
                                            Employer for the two most recent
                                            fiscal years is greater than
                                            $____________.

                                    ___     (c)      There is a change of
                                            control of the Employer. For this
                                            purpose, a "change of control" shall
                                            be deemed to have occurred if: (A)
                                            any person other than an officer who
                                            is an employee of the Employer for
                                            at least one year preceding the
                                            change of control, acquires or
                                            becomes the beneficial owner,
                                            directly or indirectly, of
                                            securities of the Employer
                                            representing _____ % [insert
                                            percentage] or more of the combined
                                            voting power of the Employer's then
                                            outstanding securities and
                                            thereafter, the membership of the
                                            Board becomes such that a majority
                                            are persons who were not members of
                                            the Board at the time of the
                                            acquisition of securities; or (B)
                                            the Employer, or its assets, are
                                            acquired by or combined with another
                                            entity and less than a majority of
                                            the outstanding voting shares of
                                            such entity after the acquisition or
                                            combination are owned, immediately
                                            after the acquisition or
                                            combination, by the owners of voting
                                            shares of the Employer immediately
                                            prior to the acquisition or
                                            combination.

                                    ___     (d)      Other [specify]:
                                            ____________________________________
                                            ____________________________________
                                            ____________________________________

                  17.9     CONSTRUCTION: The provisions of the Plan and Trust
(if any) shall be construed and enforced according to the laws of the State of
PENNSYLVANIA, except to the extent that such laws are superseded by ERISA.

                                       12

<PAGE>

                  IN WITNESS WHEREOF, this Agreement has been executed as of the
day and year first above stated.

                         MERCER MUTUAL INSURANCE COMPANY
                         Name of Employer

                         By:____________________________________________________
                                        Authorized Person

NOTE: EXECUTION OF THIS ADOPTION AGREEMENT CREATES A LEGAL LIABILITY OF THE
EMPLOYER WITH SIGNIFICANT TAX CONSEQUENCES TO THE EMPLOYER AND PARTICIPANTS. THE
EMPLOYER SHOULD OBTAIN LEGAL AND TAX ADVICE FROM ITS PROFESSIONAL ADVISORS
BEFORE ADOPTING THE PLAN. THE SPONSOR DISCLAIMS ALL LIABILITY FOR THE LEGAL AND
TAX CONSEQUENCES WHICH RESULT FROM THE ELECTIONS MADE BY THE EMPLOYER IN THIS
ADOPTION AGREEMENT.

                                       13